Annual report and accounts 2023 - Flipbook - Page 124
A.G. BARR p.l.c. Annual Report and Accounts 2023
Directors’ Report
The directors present their report and the audited consolidated financial statements of the Group for the 52 weeks (2022: 53 weeks) ended 29 January 2023.
Strategic Report
The Companies Act 2006 requires the directors to present a review of the business during the year to 29 January 2023 and of the position of the Group at the end of the
financial year, together with a description of the principal risks and uncertainties faced. The Strategic Report can be found on pages 1 to 69 and is incorporated by reference
into this Directors’ Report.
Corporate Governance Statement
The Disclosure Guidance and Transparency Rules require certain information to be included in a corporate governance statement in the Directors’ Report. Information that
fulfils the requirements of the corporate governance statement can be found in the Corporate Governance Report on pages 72 to 84 and is incorporated by reference into
this Directors’ Report.
Results and dividends
The Group’s profit after tax for the financial year ended 29 January 2023 attributable to equity shareholders amounted to £33.9m (2022: £27.8m).
An interim dividend for the current year of 2.50p (2022: 2.00p) per ordinary share was paid on 28 October 2022. As reported in the Annual Report and Accounts for the year
ended 30 January 2022, the Board recommenced dividend payments during the course of that year, with the payment of an interim dividend of 2.00p per ordinary share
and a special dividend of 10.00p per ordinary share, both of which were paid on 29 October 2021. In line with its progressive dividend policy, the Board has proposed a final
dividend of 10.60p (2022 final dividend: 10.00p) per ordinary share, which will be paid on 9 June 2023 if approved at the Company’s annual general meeting on 26 May 2023
(“AGM”). The directors have taken advantage of the exemption available under s408 of the Companies Act 2006 and have not presented an income statement for the Company.
The Company’s profit for the year was £45.0m (2022: £21.4m).
Directors
The following were directors of the Company during the financial year ended 29 January 2023 and to the date of this report:
• J.R. Nicolson (resigned 31 March 2022)
• M. Allen OBE
• R.A. White
• S. Lorimer
• J.D. Kemp
• W.R.G. Barr
• S.V. Barratt
• Z.L. Howorth
• D.J. Ritchie
• N.B.E. Wharton
Subject to the Company’s Articles of Association (the “Articles”) and any relevant legislation, the directors may exercise all of the powers of the Company and may delegate
their power and discretion to committees. The powers of the directors to issue or repurchase ordinary shares are set by resolution at a general meeting of shareholders.
The Company’s Articles provide that the Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition
to the existing Board. Mr William Robin Graham Barr will retire from the Board at the AGM and Ms Julie Anne Barr will offer herself for election at the AGM. The Articles also
give the directors power to appoint and remove directors. Under the terms of reference of the Nomination Committee, any appointment must be recommended by the
Nomination Committee for approval by the Board. The Articles require directors to retire and submit themselves for election at the first Annual General Meeting following
appointment and to retire no later than the third Annual General Meeting after the Annual General Meeting at which they were last elected or re-elected. However, in order to
comply with the UK Corporate Governance Code, all directors other than W.R.G. Barr will submit themselves for re-election at the AGM. J.A. Barr will offer herself for election
at the AGM. Biographical details of the Board and J.A. Barr as a proposed director are set out on pages 70 and 71 of this report.
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