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1、Grafton Group plcHeron House,Corrig Road,Sandyford Industrial Estate,Dublin 18,Ireland.Telephone:+353 1 216 0600Fax:+353 1 295 4470Email:Web:Grafton Group plc Annual Report 2009Grafton Group plc Annual Report 2009ContentsGroup Profile 1Financial Highlights 2Financial Overview of 2009 3Operational Ov
2、erview of 2009 3Segment Trading Locations 4Trading Locations 5Principal Brands 6Chairmans Statement 7Group Finance Review 12Board of Directors and Secretary 13Financial Review 14Report of the Directors 16Corporate Social Responsibility 20Directors Statement on Corporate Governance 22Report on Direct
3、ors Remuneration 29Statement of Directors Responsibilities 33Independent Auditors Report 34Group Income Statement 36Group Balance Sheet 37Group Cash Flow Statement 38Group Statement of Comprehensive Income 39Group Statement of Changes in Equity 40Accounting Policies 41Notes to the Group Financial St
4、atements 52Company Balance Sheet 100Company Cash Flow Statement 101Company Statement of Changes in Equity 102Notes to the Company Financial Statements 103Corporate Information 114Financial Calendar 114Location of Annual General Meeting 1151Grafton Group plc Annual Report 2009Group ProfileGrafton Gro
5、up plc is an independent,profit growth oriented company operating primarily in the Merchanting,DIY Retailing and Mortar Manufacturing markets in Britain and Ireland.Graftons strategy is to build on its strong market positions in Merchanting,DIY Retailing and Mortar Manufacturing,to develop in relate
6、d markets and to grow in businesses with which it is familiar.The Merchanting segment operates from 522 builders and plumbers merchanting branches.It trades under the Buildbase,Plumbase,Jackson and Selco brands in Britain and under the Heiton Buckley,Chadwicks and Macnaughton Blair brands in Ireland
7、.These brands have leading national and regional market positions.In Britain,Grafton operates the third largest builders merchanting business and is among the top five plumbers merchanting businesses.The Merchanting segment also operates the largest merchanting business in Ireland.The network of mer
8、chanting branches mainly supply trade customers engaged in residential,repair,maintenance and improvement projects.The Retailing segment incorporates the largest DIY retailing business in Ireland,trading nationally from 41 stores under the Woodies DIY and Atlantic Homecare brands,and a seven store k
9、itchens business that trades under the In-House and Panelling Centre brands.The Manufacturing segment comprises the largest dry mortar business in Britain where it operates from nine plants and also includes the manufacture of mortar,plastics and windows in Ireland.Grafton Group plc has strong natio
10、nal and regional market positions in the Merchanting,DIY Retailing and Mortar Manufacturing markets in Britain and Ireland.In 2009,sixty eight per cent of Group turnover was generated in the UK.The market sectors that Grafton operates within offer attractive growth prospects,with potential to earn a
11、bove average returns on capital invested.2Grafton Group plc Annual Report 200920092008Revenue1.98bn2.67bnAdjusted operating profit*26.2m118.6mOperating profit per income statement4.9m99.2mProfit before tax13.6m64.1mFree cash flow171m212mEBITDA74.1m172.9mAdjusted earnings per share*5.4c 32.2cBasic ea
12、rnings per share 5.8c 25.1cDividend/share purchase 5.0c 15.0cNet debt322m435mGearing35%50%*Before intangible amortisation(2.2m),impairment(5.5m)and restructuring costs(13.6m net)*Before intangible amortisation,impairment,restructuring costs(net)and 2009 investment profit(22.1m)Financial Highlights3G
13、rafton Group plc Annual Report 2009 Extensive measures taken to reduce the Groups cost base by an annualised 85m Working capital management and tight control of capital expenditure boosted free cash flow to 171m Debt to equity ratio reduced to 35 per cent Net debt reduced by 113m to 322m Freely avai
14、lable cash deposits of 302m at year end Emerging from the downturn with a strong balance sheet Interim dividend of 2.5 cent payable on 31 March 2010Operational Overview of 2009 Sharp fall in market demand leads to decline in sales Satisfactory market share performances Benefits derived from lower co
15、st base,integration,scale related and procurement efficiencies Trading stabilised in second half Trading outlook beginning to improve following period of significant uncertainty UK accounted for 68 per cent of total salesFinancial Overview of 20094Grafton Group plc Annual Report 2009Segment Trading
16、LocationsTrading LocationsUKIrelandTotalBuilders Merchanting23766303Plumbers Merchanting2145219Merchanting Segment45171522Manufacturing Segment9312Retailing Segment-4848Total460122582Segment Turnovern Merchantingn Retailingn ManufacturingGeographic Turnovern UKn Ireland20091.98bn20082.67bn85%13%2%86
17、%68%63%32%37%3%11%Builders Merchanting Plumbers Merchanting Manufacturing DIY RetailingDublin Area London Area Birmingham Area Shetland IslandsOrkney Islands5Grafton Group plc Annual Report 2009Trading Locations6Grafton Group plc Annual Report 2009Principal BrandsMerchantingThe builders merchanting
18、division trades from 303 branches,principally under the Buildbase,Jackson and Selco brands,in the South East,Midlands and North of England,and under the Chadwicks,Heiton Buckley and Macnaughton Blair brands in Ireland.The plumbers merchanting division,trading from 219 branches primarily under the Pl
19、umbase brand,has a strong presence in England and Scotland.RetailingThe Group is the largest DIY retailer in Ireland trading from 41 stores nationally and also operates a kitchens business from 7 stores.Mortar ManufacturingEuroMix,the largest manufacturer in Britain of silo-based mortar for use in a
20、 range of residential and commercial construction projects,trades from nine plants which provide market coverage in England and Scotland.JACKSON BUILDING CENTRES LIMITED7Grafton Group plc Annual Report 2009Chairmans StatementOverviewThe background to trading during 2009 was the most difficult for de
21、cades.The UK and Irish economies were in recession leading to a sharp fall in demand in the merchanting and DIY markets as consumer confidence fell and housing related spending was reduced.The scale and intensity of the downturn made it inevitable that the Group would experience a sharp decline in s
22、ales.However,this has been mitigated by satisfactory market share performances across our markets.Significant progress was made in responding to the challenging trading conditions.The Group is coming through the downturn in a strong position and is well placed to take advantage of organic growth and
23、 development opportunities as market conditions gradually improve.The reliability,service ethic and value propositions of the Groups brands with trade customers enabled the builders merchanting business to consolidate its market position.Revenue at 1.98 billion,was down 26 per cent from 2.67 billion
24、 and by 20 per cent on a constant currency basis.Profit before taxation was 13.6 million,compared to 64.1 million in 2008.The result for the year includes an investment profit of 22.1 million,a property profit of 6.1 million and net rationalisation and impairment costs of 19.1 million.Extensive meas
25、ures were taken to reduce the Groups cost base by an annualised 85 million in order to manage successfully the business through the recession.The focus on cash flow enabled net debt to be reduced by 113.1 million.Operating cash flow of 138.6 million included 93.7 million of cash released from workin
26、g capital.An investment gain and the disposal of surplus property and other assets generated additional cash of 35.3 million.Group liquidity and financial flexibility is being maintained with 302.0 million of cash deposits available at the year end(31 December 2008:224.8 million).A conservative appr
27、oach to managing the Groups finances over the past two years has resulted in a 227.9 million reduction in net debt(41 per cent)from 550.4 million to 322.5 million.The Groups business units located in the UK accounted for 68 per cent of total revenue.Following the stabilisation of the Groups UK turno
28、ver in the second half of 2009 more positive news flow has been emerging about the UK economy and housing market.Leading indicators for our sector have been more positive and we expect that this will be reflected in our business.A number of our UK based activities have already returned to modest lik
29、e for like sales growth.In Ireland,the pace of decline has moderated and economists anticipate economic activity beginning to increase in the second half of 2010.The Irish economy and housing market have been amongst the hardest hit by recession and,although near term risks and challenges remain,the
30、 anticipated recovery presents the Groups merchanting and DIY businesses with a significant medium term growth opportunity.Operations ReviewMerchantingTurnover in the merchanting business was 1.69 billion,down 26 per cent from 2.28 billion.Segment operating profit before rationalisation costs was 39
31、.3 million compared to 121.9 million in the prior year.Merchanting branches located in the UK recorded a turnover decline of 20 per cent to 1.32 billion from 1.64 billion.The decline in sterling turnover was 10 per cent and average daily like for like sales were down by 11.9 per cent.Operating profi
32、t before rationalisation costs declined to 43.5 million from 73.6 million.The operating profit margin was 3.3 per cent(2008:4.5 per cent).8Grafton Group plc Annual Report 2009The Groups merchanting business traded against the backdrop of declining economies in both the UK and Ireland.The downturn af
33、fected all sectors of both economies and particularly the housing market which experienced declines in private sector investment of around 30 per cent over the two years to the middle of 2009 in the UK and up to 50 per cent in the ROI.House prices fell significantly in both jurisdictions.In the UK m
34、ost housing market indicators picked up in the second half of 2009 from seasonally low levels(more particularly in the South East)while recovery in the North of England and the Irish market is expected to materially lag the recovery seen in the South East of England.In the UK,2008 average daily like
35、 for like sales were down by 6.5 per cent for the year.In quarter 1 of 2009,average daily sales contracted by 18 per cent after which the rate of decline moderated to 16 per cent in the second quarter and returned to modest growth by the year end.Significant progress was made on integration with the
36、 successful merger of the management and administration functions of Buildbase,Plumbase,Jacksons and the smaller specialist merchanting brands under a streamlined reporting structure.The infrastructure supporting the brands continued to be improved and a central support office based in Oxford now pr
37、ovides Transport,IT,Finance,Administration,Property and Human Resources services.This has enabled a more co-ordinated approach to the delivery of these services,eliminating duplication and generating significant scale related efficiency and cost savings.The procurement process was improved further w
38、ith new internal appointments to lead heavyside and lightside purchasing.There was an increased focus on reducing the supplier base and developing closer alliances with key suppliers.This has resulted in greater leverage being achieved from the Groups purchasing scale and improved purchasing terms.T
39、he volume of products sourced directly through the warehouse facility in Shanghai continued to increase providing a new sourcing option for the Groups businesses to procure quality products at competitive prices.Although a more cautious approach is being adopted to expansion until there is further e
40、vidence of how the recovery is developing and the likely pace of future growth,a leading independent distributor of quality branded products to the renewables market was acquired.New merchanting branches were opened in Bristol,Corby,York and Alford and new Plumbase branches were opened in Sutton,Bra
41、dford and Weston-Super-Mare.Selco,the trade only warehouse format,performed strongly achieving like for like turnover growth in mature stores and also increasing sales in line with expectations,in recently opened stores.The store network increased to 28 during the year with the opening of three new
42、stores in Sidcup and Romford in London and in Nottingham.Thirteen Selco stores are located in the London area where further opportunities for expansion are under consideration.In Northern Ireland,the economy contracted at the highest rate for several decades before emerging from recession in the fou
43、rth quarter.Construction volumes were down and the new residential market was particularly affected by the downturn.These factors resulted in a significant decline in turnover and profit in Macnaughton Blair despite significant progress in reducing operating costs in response to weaker market condit
44、ions.Merchanting branches located in Ireland recorded a turnover decline of 42 per cent to 370 million from 642 million.The Irish merchanting branches combined reported an operating loss of 10.3 million before a property profit of 6.1 million and rationalisation costs.This compares to a profit of 48
45、.3 million in 2008.Chairmans Statement9Grafton Group plc Annual Report 2009The businesses located in Ireland traded during 2009 against the background of an economy going through a severe recession and a housing market that continued to experience a very sharp decline in output following a prolonged
46、 period of growth.The Irish economy is estimated to have contracted by 7 per cent last year,as measured by GDP,following a decline of 3 per cent in 2008.The recession was accompanied by increased unemployment,tight credit conditions and an increase in precautionary saving.The number of house complet
47、ions in Ireland during 2009 is estimated at 17,000 units adjusting for unsold units in stock and at various stages of construction.This is less than a fifth of output at the peak of the market in 2006.Housing starts are estimated at less than 10,000 units comprising mainly one-off houses.Scheme hous
48、e and apartment construction declined to negligible levels.Non-residential construction was also down due to weak demand for retail and commercial property.Merchanting sales continued to weaken in 2009,as the economy and housing market worsened,falling by 46 per cent in the first half.The rate of de
49、cline eased to 41 per cent in the third quarter and to 33 per cent in the fourth quarter.The fall in Irish merchanting turnover was primarily related to the sharp fall in housing output and non-residential construction.Heiton Buckley and Chadwicks performed relatively well demonstrating the resilien
50、ce of the brands despite the very difficult economic conditions and sharp fall in housing volumes combined with price pressures.The business increased its share of the RMI market and strengthened its leadership position in a competitive Irish merchanting market.The end-use markets serviced by the bu
51、siness are now weighted towards residential RMI and infrastructure due to the fall in new build construction which now accounts for less than a quarter of turnover.A range of measures were implemented across the merchanting segment to manage the business through the downturn and to ensure that it em
52、erged in a strong position.Branch operating costs were reduced in response to the fall in volumes and the management structure and central support office was streamlined.A small number of branches were consolidated in areas of overlap eliminating spare capacity and releasing properties for disposal
53、or alternative use within the business.The performance of Heiton Steel was severely impacted by a sharp fall in commercial and agricultural construction and fall in steel prices resulting in the business reporting its first loss in four decades.During the year vigorous action was taken to meet the c
54、hallenges of the downturn and manage the business through the recession.The rationalisation and restructuring programme implemented was designed to position the overall branch network for a return to profitability.The changes made reduced costs but will also have a significant financial benefit in 2
55、010 including the carry over effect of cost reductions implemented over 2009,an anticipated return to a more normalised level of bad debts,a recovery in steel prices and an improved operating performance due to branch consolidations.RetailingTurnover declined by 18 per cent to 248 million from 303 m
56、illion.The segment recorded an operating profit of 3.3 million before rationalisation costs compared to a profit of 11.8 million in the prior year.The 41 DIY stores and 7 kitchen showrooms in Ireland faced the toughest ever trading conditions.Declining employment and incomes,higher taxes,increased s
57、avings and a fall in personal wealth contributed to weak consumer confidence and the highest annual fall in retail sales on record.While the rate of decline in retail sales moderated,the DIY sector was vulnerable to lower volumes in housing related and discretionary expenditure.Chairmans Statement10
58、Grafton Group plc Annual Report 2009Woodies consolidated its position as the leading DIY retailing brand in Ireland.The business responded positively to the difficult economic conditions as customers priorities were increasingly focused on value,quality and service.Working closely with suppliers pro
59、vided the financial flexibility to maintain gross margins while ensuring products were competitively priced.Woodies continued to refresh and upgrade key product groups and introduce new products that complemented existing ranges and differentiated the business from its competitors.Product developmen
60、t was also focused on growing own brand product ranges supported by competitive pricing.The impact of the very sharp fall in volumes was partly mitigated by significant action to improve the ongoing operational efficiency of the business.This involved more closely aligning the cost base of the busin
61、ess with lower volumes and refining lines of reporting and improving accountability while maintaining a strong focus on customer service and support.The cost of property,utilities and other services were renegotiated where possible to reflect general price deflation in the economy.In-House,the kitch
62、ens business,successfully introduced a new range of kitchens that enabled it to compete and grow volume in a very challenging market.The brand has proven to be resilient and adaptable to customers preferences for a quality and value proposition that can be readily distinguished in the market place.T
63、he launch of“Smart Fit”,fully assembled,kitchens that reduce on site installation costs for customers,provided an opportunity for extending the brands market share.ManufacturingTurnover was down by 47 per cent to 45.1 million(2008:85.4 million)and the segment operating loss before rationalisation an
64、d impairment costs was 5.1 million(2008:3.2 million).The manufacturing division is the UKs largest producer of dry mortar from nine plants and also operates mortar,plastics and windows manufacturing facilities in Ireland.The division suffered from very weak residential construction markets in both t
65、he UK and Ireland.Despite reporting an operating loss,the business was cash generative due to the release of working capital and the non-cash charge for depreciation in arriving at the operating result during a period of very low capital investment.Appropriate steps were taken to bring the divisions
66、 costs more closely into line with the lower volumes while preserving the long-term viability of the individual businesses.Demand in the UK mortar business was adversely affected by the dramatic fall in housing starts which hit a low point in the last quarter of 2008 at the height of the global fina
67、ncial crisis.Housing starts picked up gradually during 2009 but remain low by historic standards.More positively,since November 2009 the Group has experienced a significant pick up in the sales of dry mortar as new house building volumes increased.OutlookThe UK economy now appears to be in the early
68、 stages of a recovery that may be uneven.Housing market indicators have continued to improve in recent months from very low levels and UK housing starts,in particular,have been improving for some months.We would expect this trend to continue during the course of 2010 providing a positive backdrop fo
69、r our UK businesses.Demand in the RMI market should benefit from the gradual recovery in household confidence following the UKs emergence from recession in the last quarter of 2009.Recent evidence that the contraction in consumer spending may be easing,however,will likely be tempered by credit condi
70、tions remaining tight for some time.Overall,the sharp fall in merchanting volumes over the past two years,Chairmans Statement11Grafton Group plc Annual Report 2009combined with the longer-term prospects of the UK construction market,driven by long term demand,provide an opportunity for growth over t
71、ime at above trend rates while at the same time demand in the RMI market remains structurally intact.In Ireland,the economy has moved closer to the end of a deep downturn.In 2010,the pace of decline is expected to continue moderating until mid-year.The strength of recovery will be influenced by the
72、pick-up in the global economy and growth in exports aided by increased competitiveness.Low consumer confidence,a weak labour market and tight credit conditions are likely to weigh on near term demand in the RMI and DIY sectors.Having fallen by 90 per cent,housing starts are now well below levels rea
73、ched at the bottom of the 1980s recession.The Group ended 2009 in a strong financial position with net debt reduced by 113 million to 322 million and 302 million of freely available cash with substantial financial flexibility and headroom over covenants.Negotiations to refinance debt maturing over t
74、he next two years out to 2013 are at an advanced stage and indicative Heads of Terms have been issued recently by the Groups main relationship banks.It is anticipated that the new arrangement will come into effect in the third quarter of 2010.Group sales in the second half of 2009 were similar to th
75、e first half.This stabilisation of sales,combined with the action taken to substantially reduce the cost base and integration benefits in our merchanting business,resulted in improved profitability during the second half of last year.Sales in the first two weeks of January 2010 were affected by seve
76、re weather conditions.Since then sales have been close to expectations and last year with good increases into the UK new housing sector.The Groups strong businesses and financial strength position it to consolidate market share in its key markets.With a lower cost base and a more integrated merchant
77、ing business,it is well placed to benefit from its operating leverage as its markets recover.Management and StaffThe strength of the Groups management teams was demonstrated by the very effective response to the exceptionally difficult trading conditions experienced in 2009.On behalf of the Board,we
78、 wish to thank management and all Grafton employees for their loyalty,commitment and contribution to the Group.We very much regret that many people have left our Group during 2009 as a consequence of the severe downturn in our markets.BoardAnthony Collins will be retiring as a Director at our forthc
79、oming AGM.Anthony has given long and distinguished service to the Board.His sound business judgement has been particularly beneficial in the strategic development of the Group,especially in relation to transactions with other public companies.He has actively participated on the Board as Senior Indep
80、endent Director,in addition to Committee roles,including his Chairmanship of the Nomination Committee.Anthonys wise counsel and balanced good humour have been supportive in facing both the challenges of growth and the pressures of rapidly declining markets.On behalf of the Board,and personally,I tha
81、nk Anthony for his distinguished service and offer him our best wishes for the future.On behalf of the BoardMichael ChadwickChairmanChairmans Statement12Grafton Group plc Annual Report 2009Financial ReviewThe Group faced the economic challenges of the past two years from a position of financial stre
82、ngth.It is now emerging from the downturn with its balance sheet well protected due to the actions taken to manage the business through the recession.The focus during 2009 was on reducing operating costs and on tight control of capital expenditure and working capital.Cash FlowA reduction in working
83、capital generated a cash inflow of 93.7 million through lower levels of stock and debtors.An investment profit and asset disposals realised 35.3 million.A net cash inflow of 113.1 million was achieved after returning 17.3 million to shareholders through the purchase of A Ordinary shares and a spend
84、of 19.3 million on capital projects and strategic growth opportunities in the merchanting market.Liquidity and DebtNet debt reduced by 113.1 million to 322.5 million(31 December 2008:435.6 million).This is equivalent to a year end debt to shareholders funds ratio of 35 per cent(31 December 2008:50 p
85、er cent).The Groups net debt fell by 227.9 million or 41 per cent in the two years to the end of 2009.The Group retained strong financial flexibility and liquidity with freely available cash deposits of 302.0 million at the year end(31 December 2008:224.8 million).Cash deposits are invested on a sho
86、rt-term basis with maturities of up to nine months.The Groups bank facilities are subject to a minimum level of net assets,a requirement which currently leaves the Group with circa 300 million clear headroom,a maximum net debt to equity ratio of 100 per cent(currently 35 per cent)and a maximum curre
87、nt liabilities to current assets ratio of 1.2:1(currently 0.62:1).There are no provisions for interest cover and EBITDA to debt covenants in agreements with lenders.Net Finance ChargesThe net finance charge(excluding the investment gain)reduced to 13.4 million from 35.1 million in the prior year lar
88、gely due to the Group having positioned itself to take advantage of favourable short term interest rates.PensionsPension benefits are provided principally through defined contribution based arrangements.A number of factors led to the deficit on defined benefit pension schemes reducing to 25.3 millio
89、n from 40.9 million the most important of which was an increase in the fair value of scheme assets.Property DisposalThe Group continued to realise cash and profit from exploiting opportunities associated with its significant portfolio of freehold properties.A profit of 6.1 million was realised on th
90、e disposal of surplus land,forming part of a merchanting branch in West Dublin,for a cash consideration of 7.2 million.It is expected that value will continue to be created from property transactions demonstrating the strong underlying value of the portfolio and benefit of holding a significant numb
91、er of freehold properties.Shareholders FundsShareholders funds increased by 42.9 million to 911.8 million(31 December 2008:868.9 million).The improvement reflected an increase in the value of sterling assets on translation to euro and a fall in the deficit on the defined benefit pension schemes.Shar
92、eholders funds at 31 December 2009 were equivalent to 3.95 per share.DividendThe Board has agreed to pay an interim dividend of 2.5 cent per Grafton Unit on 31 March 2010.The Company purchased one A Ordinary share per Grafton unit for a cash consideration of 2.5 cent per share which was paid on 9 Oc
93、tober 2009.The Boards decisions reflect the Groups strong financial position and the stabilisation of trading in 2009 and also recognises that,while risks and uncertainties remain,the trading outlook for the business is now beginning to improve following a period of significant uncertainty.On behalf
94、 of the BoardColm NuallinFinance DirectorGroup Finance ReviewGrafton Group plc Annual Report 200913Michael Chadwick BA,MScEXECUTIVE CHAIRMANMichael Chadwick(58)joined the Group in 1975,was appointed to the Board in 1979 and became Executive Chairman in 1985.He is a Director of Pochins Plc and of oth
95、er companies in which he has invested.Anthony E.Collins MA,B Comm,SolicitorDEPUTY CHAIRMAN NON-EXECUTIVEAnthony Collins(70)became a non-executive Director in 1988 and was appointed Deputy Chairman in 1995.A former President of the Law Society of Ireland,he is a Consultant to Eugene F.Collins,Solicit
96、ors and a Director of the Institute of Directors in Ireland Ltd.He was formerly Senior Partner in Eugene F.Collins,Solicitors,Chairman of the Automobile Association Ireland and Deputy Chairman of the Leinster Leader Ltd.Colm Nuallin B Comm,FCAFINANCE DIRECTORColm Nuallin(56)joined the Group as Finan
97、cial Controller in 1989 and was appointed Finance Director in 1990.He previously held senior financial positions in a number of public and semi-state companies.Leo J.Martin BBS,MA,FCACHIEF OPERATING OFFICERLeo Martin(58)was appointed to the Board in January 2005 following the acquisition of Heiton G
98、roup plc and in September 2006,he was appointed Chief Operating Officer with responsibility for the Merchanting Segment.He was Chief Executive of Heiton Group plc,having joined Heiton and the Board of Heiton as Finance Director in 1986.He is a Director of Buy4Now and is a member of the Chartered Acc
99、ountants Regulatory Board.Fergus Malone BE,MBAEXECUTIVE DIRECTORFergus Malone(67)joined the Groups plastics division in 1972 having previously worked as an engineer in various industries.He was appointed to the Board in 1978 and is responsible for the Groups Manufacturing Segment.Board of Directors
100、and SecretaryBoard CommitteesAudit R.W.Jewson(Chairman)G.Bowler A.E.Collins R.RyanRemunerationG.Bowler(Chairman)A.E.CollinsR.W.JewsonNominationA.E.Collins(Chairman)G.BowlerM.Chadwick R.W.JewsonR.RyanFinanceM.Chadwick(Chairman)C.NuallinL.J.MartinC.RinnGillian Bowler (UK)NON-EXECUTIVE DIRECTORGillian
101、Bowler(57)joined the Board in 1995.She is Chairman of Irish Life&Permanent plc and is a Director of the VHI.She is also a member of the Advisory Board of the Smurfit Business School.She formerly served as Chairman of Filte Ireland and The Irish Museum of Modern Art,was a member of the Independent Ra
102、dio and Television Commission and is Past President of the Institute of Directors in Ireland Ltd.Richard W.Jewson (UK)MANON-EXECUTIVE DIRECTORRichard Jewson(65)joined the Board in 1995.He is non-executive Chairman of Archant Ltd and non-executive Chairman of Raven Russia Limited.He is also a Directo
103、r of Temple Bar Investment Trust plc.He was previously Chairman of Savills plc,Queens Moat House plc,Meyer International plc and PFI Infrastructure plc.Roderick Ryan B.Comm,FCA,AITINON-EXECUTIVE DIRECTORRoderick Ryan(53)joined the Board in 2006.He is a non-executive Director of Glen Dimplex and othe
104、r companies and is a member of the Chartered Accountants Regulatory Board.He was formerly Managing Partner of Arthur Andersen in Ireland and was a member of Andersens European Executive Committee.He formerly served as a member of the Government appointed IFSC Banking and Treasury Committee and the R
105、evenue Powers Group,and as Chairman of the Foundation for Fiscal Studies.Charles M.Fisher (UK)MANON-EXECUTIVE DIRECTORCharles Fisher(60)joined the Board in 2009.He is currently Chairman of Country Homes&Gardens plc.He was Chairman and Chief Executive of Sharpe&Fisher plc,the UK builders merchanting
106、company,from 1989 to 1999.He was formerly Chairman of Mowlem plc and previously served as a director of a number of other public companies including Travis Perkins plc,Baggeridge Brick plc,South Western Electricity plc and Delta plc.Charles Rinn MBA FCCAGROUP FINANCIAL CONTROLLER AND SECRETARY14Graf
107、ton Group plc Annual Report 2009IFRSIrish GAAPGroup Income Statements2009m2008m2007m2006m2005m2004m2003m2002m2001mRevenue1,979.82673.03,205.02,933.92,629.51,872.31,496.01,152.4988.8Operating profit4.999.2263.5242.7213.8161.1115.889.777.3Property profit-7.338.09.67.53.43.72.3Finance income/(cost)(net
108、)8.7(35.1)(35.0)(31.4)(31.2)(22.8)(17.2)(13.2)(12.4)Profit before taxation13.664.1235.8249.3192.2145.8102.080.267.2Taxation(0.2)(6.4)(30.6)(32.4)(26.1)(19.9)(15.3)(12.0)(8.7)Profit after taxation13.457.7205.2216.9166.1125.986.768.258.5Balance Sheets2009m2008m2007m2006m2005m2004m2003m2002m2001mCapita
109、l employedGoodwill and intangibles551.0541.7611.9596.2547.8247.1210.8100.462.5Property,plant and equipment604.8633.3703.7686.2623.2406.2346.8302.3251.5Financial assets3.90.20.90.40.347.033.733.633.6Net current assets*138.1202.6350.3335.6303.2195.2198.5144.3129.5Other net non-current liabilities(63.6
110、)(73.3)(48.7)(53.2)(76.5)(50.8)(28.3)(18.0)(17.7)1,234.21,304.51,618.11,565.21,398.0844.7761.5562.6459.4Financed as follows:Shareholders funds equity911.7868.91,067.71,014.3813.8495.5449.8322.0264.5Net debt/(cash)322.5435.6550.4550.9584.2349.2311.7240.6194.91,234.21,304.51,618.11,565.21,398.0844.776
111、1.5562.6459.4Other InformationAcquisitions&investments6.928.189.287.1477.788.7220.188.861.8Purchase of fixed assets12.478.6104.7124.4100.688.969.368.042.019.3106.7193.9211.5578.3177.6289.4156.8103.8Depreciation and intangible amortisation50.256.559.055.450.434.637.626.621.9Financial Highlights200920
112、082007200620052004200320022001Adjusted EPS*(cent)5.432.284.378.067.856.145.137.032.1Dividend/share purchase per share(cent)5.015.022.018.7515.7513.010.58.57.5Cashflow per share(cent)#29.949.7108.3100.488.372.458.752.044.9Net assets per share(cent)395.2377.4465.2424.0342.8232.2211.5181.6150.2Net fina
113、nce cost cover on EBITDA(times)5.54.99.410.78.88.99.19.18.2Dividend/share purchase cover 1.12.13.84.24.34.34.34.44.3Net debt to shareholders funds35%50%52%54%72%70%69%75%74%The summary financial information is stated under IFRS for 2004 to 2009 and under Irish GAAP for all years from 1989 to 2003.*E
114、xcluding net debt/(cash)*Before intangible amortisation,impairment,restructuring costs(net)and 2009 investment profit and excluding material property profits in previous years#Based on profit after tax before depreciation,intangible amortisation and impairment and excluding material property profits
115、 in previous yearsFinancial Review15Grafton Group plc Annual Report 2009Irish GAAP2000m1999m1998m1997m1996m1995m1994m1993m1992m1991m1990m1989m830.5620.2427.6327.6244.0195.7169.0133.2122.4119.9109.587.864.646.333.125.619.114.211.36.16.56.17.35.7-1.80.8-(11.8)(8.1)(4.9)(2.4)(1.3)(1.1)(1.2)(0.9)(1.6)(1
116、.6)(0.7)(0.8)52.838.228.223.219.613.910.15.24.94.56.64.9(6.9)(4.6)(4.0)(3.5)(2.9)(2.5)(2.1)(1.1)(1.2)(1.1)(2.1)(1.8)45.933.624.219.716.711.48.04.13.73.44.53.12000m1999m1998m1997m1996m1995m1994m1993m1992m1991m1990m1989m51.731.79.8-209.6175.9140.761.848.543.240.135.933.033.730.621.218.919.00.212.50.1-
117、1.23.41.01.91.3-106.576.260.229.421.421.518.217.918.418.618.716.1(16.1)(14.1)(12.4)(1.2)(1.1)(1.1)(1.1)(1.1)(1.0)(1.0)(1.0)(0.6)370.6288.7198.5102.568.963.658.456.151.453.249.636.7216.5181.3139.878.670.657.749.945.742.240.738.736.0154.1107.458.723.9(1.7)5.98.510.49.212.510.90.7370.6288.7198.5102.568
118、.963.658.456.151.453.249.636.756.663.653.429.78.01.45.82.7-1.27.80.143.229.520.614.67.67.75.75.22.45.97.83.599.893.174.044.315.69.111.57.92.47.115.63.616.512.67.25.44.23.63.02.62.12.11.41.020001999199819971996199519941993199219911990198925.919.514.211.69.06.54.82.52.22.02.72.36.14.53.32.72.11.51.00.
119、90.80.70.70.636.227.519.415.712.29.07.04.33.73.53.83.3124.3104.984.948.844.236.631.729.327.026.224.923.16.97.28.312.920.217.112.49.95.55.012.18.24.34.34.34.34.34.34.72.92.92.73.83.871%59%42%30%-10%17%23%22%31%28%2%16Grafton Group plc Annual Report 2009The Directors present their report to the shareh
120、olders together with the audited financial statements for the year ended 31 December 2009.Group ResultsGroup revenue of 1.98 billion was 26 per cent lower than Group revenue of 2.67 billion in 2008.Group profit after taxation amounted to 13.4 million compared with 57.7 million in the previous year.B
121、asic earnings per share amounted to 5.8 cent compared with 25.1 cent in the previous year.Adjusted earnings per share(before intangible amortisation,impairment,restructuring costs(net)and investment profit)decreased to 5.4 cent from 32.2 cent in 2008.The cost of purchasing two A ordinary shares per
122、Grafton Unit on 8 April 2009 and 9 October 2009 amounted to 17.3 million.The Group and Company Financial Statements for the year ended 31 December 2009 are set out in detail on pages 36 to 113.Dividend and A Ordinary Share PurchaseThe Board has agreed to pay an interim dividend of 2.5 cent per Graft
123、on Unit to shareholders on the register at close of business on 12 March 2010(record date).The cash consideration will be paid on 31 March 2010.This follows the purchase of one A ordinary share per Grafton Unit for a cash consideration of 2.5 cent that was paid on 9 October 2009.Review of the Busine
124、ssShareholders are referred to the Chairmans Statement and Group Finance Review which contain a review of operations and the financial performance of the Group for 2009,the outlook for 2010 and the key performance indicators used to assess the performance of the Group.Principal Risks and Uncertainti
125、esThe Group is required under Irish Company Law to give a description of the principal risks and uncertainties which it faces.The principal risks and uncertainties are set out below:Trading in the Groups business is affected by economic conditions in the UK and Ireland where the Groups earnings are
126、generated.Contraction in economic growth in the UK and Ireland could result in lower demand in the Groups businesses.Demand in the UK and Irish builders merchanting markets and in the Irish DIY and UK mortar markets are sensitive to economic conditions generally including consumer confidence,interes
127、t rates,employment trends,inflation,demographic factors and housing market conditions.More difficult market conditions would reduce demand in the Groups markets resulting in lower volumes and could result in a material change in the financial performance of the Group.Tighter credit markets are havin
128、g an impact on the wider economy and housing markets in the UK and Ireland and could lead to a fall in demand in the Groups merchanting,DIY and mortar businesses.Sterling weakness could lead to lower reported Group earnings on translation of the results of the UK business into euro at the average ra
129、te of exchange for the year.The Group faces strong ongoing competition in its merchanting,DIY and manufacturing businesses.The principal financial risks faced by the Group relate to liquidity and funding,credit risks connected to collection of trade debtors,increased sterling and euro interest rates
130、 and adverse movements in exchange rates relative to the euro.Cautionary StatementThe Chairmans Statement and Group Finance Review contain forward-looking statements.These statements have been made on behalf of the Board in good faith based on the information available to them up to 3 March 2010,the
131、 date the Financial Statements were approved by the Board.Due to the inherent uncertainties including both economic and business Report of the Directors17Grafton Group plc Annual Report 2009risk factors underlying such forward-looking information,the actual results of operations,financial position a
132、nd liquidity of the Group may differ materially from those expressed or implied by these forward-looking statements.The Directors and the Board undertake no obligation to update any forward-looking statements contained in this Annual Report,whether as a result of new information,future events,or oth
133、erwise.Board of DirectorsMs.G.Bowler and Mr.R.W.Jewson have served on the Board for more than nine years and,in accordance with Board Policy,they resign and,being eligible,offer themselves for re-election.Mr.M.Chadwick,Mr.C.Nuallin and Mr.R.Ryan retire by rotation and,being eligible,offer themselves
134、 for re-election.Further details on the election and re-election of Directors are set out in the Directors Statement on Corporate Governance on page 23.Mr.P.S.Wood resigned from the Board on 29 April 2009.Mr.C.M.Fisher was appointed to the Board on 1 May 2009 and,in accordance with the Articles of A
135、ssociation,holds office until the Annual General Meeting and,being eligible,offers himself for election.The Executive Directors seeking re-election do not have service contracts with the Company with a period of notice extending beyond twelve months.Mr.A.E.Collins will retire from the Board at the A
136、nnual General Meeting on 6 May 2010.Share CapitalAt 31 December 2009,a Grafton Unit comprised one ordinary share of 5c and seventeen A ordinary shares of 0.001 cent each in Grafton Group plc and one C ordinary Share of Stg0.0001p in Grafton Group(UK)plc.The composition of the Companys share capital
137、including a summary of the rights and obligations attaching to the three components of a Grafton Unit is set out in note 16 to the Group Financial Statements.The Company has in place a number of employee share schemes,the details of which are set out in note 31 to the financial statements.At the Ann
138、ual General Meeting held in 2005,shareholders gave the Directors general authority to allot shares and that authority will expire at the close of business at the forthcoming Annual General Meeting,to be held on 6 May 2010.At this meeting,shareholders will be asked to renew,for a further five years,t
139、he Directors authority to allot relevant securities,within the meaning of Section 20 of the Companies(Amendment)Act,1983,up to the authorised unissued share capital of the Company.At each Annual General Meeting,the Directors seek power to allot shares for cash,otherwise than in accordance with statu
140、tory pre-emption rights,by way of rights issues up to the amount of the unissued share capital of the Company,or otherwise up to approximately 5 per cent of the nominal value of the issued share capital of the Company.Under the Articles of Association,shareholders are requested to renew this power a
141、t each years Annual General Meeting.At the 2009 Annual General Meeting,shareholders gave the Company and/or any of its subsidiaries authority to make market purchases of up to ten per cent of the Companys own shares.Shareholders will be asked to renew this authority at the Annual General Meeting.Sha
142、reholders will also be asked to sanction the price range at which any treasury share may be re-issued other than on the Stock Exchange.The minimum price which may be paid for shares purchased by the Company shall not be less than the nominal value of the shares and the maximum price will be 105 per
143、cent of the average market price of such shares over the preceding five days.The Directors do not have any current intention of exercising the power to purchase the Companys own shares and will only do so if they consider it to be in the best interests of the Company and its shareholders.Details in
144、relation to the purchase of A Ordinary shares during 2009 are set out above.The authorities which will be sought at the forthcoming AGM to disapply pre-emption rights and purchase the Companys Units will,if granted,expire on the earlier of the date of the Annual General Meeting in 2011 or 6th August
145、 2011.Report of the Directors18Grafton Group plc Annual Report 2009Shareholders Rights RegulationsThe Board will propose two special resolutions at the forthcoming Annual General Meeting to reflect the implementation of the Shareholders Rights(Directive 2007/36/EC)Regulations 2009.If adopted,the fir
146、st resolution will maintain the existing authority in the Articles of Association which permits the Company to convene an extraordinary general meeting on 14 days notice in writing where the purpose of the meeting is to consider an ordinary resolution.The second resolution,if adopted,will update the
147、 Companys Articles of Association in order to make them consistent with the Shareholders Rights Regulations.A copy of the Articles of Association of the Company showing the proposed amendments is available at and may also be inspected at the registered office of the Company.A copy showing these amen
148、dments will be available for inspection at the AGM for a period of at least 15 minutes before and during the AGM.Substantial HoldingsSo far as the Company is aware,in addition to the Chairman,Mr.Michael Chadwick,whose holding of 19,656,921 Grafton Units represents 8.52 per cent of the Units in issue
149、(excluding treasury shares),the following held shares representing 3 per cent or more of its ordinary share capital(excluding treasury shares)at 3 March 2010:NameNo.of units%Capital Research and Management Company*22,828,782 9.90Sprucegrove Investment Management*15,694,3906.80Investec Asset Manageme
150、nt Limited*11,679,9295.06Invesco Limited*10,668,2914.63Bank of Ireland Asset Management*7,702,497 3.34FMR LLC(Fidelity International)*7,250,0173.14*The Company has been advised that these units are not beneficially owned.Apart from these holdings,the Company has not been notified at 3 March 2010 of
151、any interest of 3 per cent or more in its ordinary share capital.Directors and Secretarys interests in the share capital of the Company are set out in the Report on Directors Remuneration.Accounting RecordsThe Directors are responsible for ensuring that proper books and accounting records are kept b
152、y the Company as required by Section 202 of the Companies Act,1990.The Directors believe that they have complied with this requirement by providing adequate resources to maintain proper books and accounting records throughout the Group including the appointment of personnel with appropriate qualific
153、ations,experience and expertise.The books and accounting records of the Company are maintained at Heron House,Corrig Road,Sandyford Industrial Estate,Dublin 18.Takeover DirectiveThe capital structure of the Company is detailed in note 16 to the Group Financial Statements.Details of employee share sc
154、hemes are set out in note 31.In the event of a change of control,the conversion/exercise of share entitlements/options may be accelerated.The Groups banking facilities may require repayment in the event of a change of control.The Companys Articles of Association provide that the business of the Comp
155、any shall be managed by the Directors,who may exercise all such powers of the Company subject to the Companies Acts and the Articles of Association.Details of the powers of the Directors in relation to the issuing or buying back by the Company of its shares are set out above.Report of the Directors1
156、9Grafton Group plc Annual Report 2009SubsidiariesThe Groups principal operating subsidiary undertakings are set out on page 112.AuditorIn accordance with Section 160(2)of the Companies Act,1963,the Auditor,KPMG,Chartered Accountants are willing to continue in office.Annual General MeetingThe Annual
157、General Meeting of the Company will be held at the IMI Conference Centre,Sandyford Road,Dublin 16 on Thursday 6 May 2010 at 10.30 am.Your attention is drawn to the circular enclosed with this report and available on the Companys website, which sets out details of the matters to be considered at the
158、Annual General Meeting.On behalf of the BoardM.Chadwick C.NuallinDirectors3 March 2010Report of the Directors20Grafton Group plc Annual Report 2009The Group recognises the importance of conducting its business in a socially responsible manner.This is demonstrated in the way we deal with our employee
159、s,customers,suppliers and the communities in which we do business.The Group considers that corporate social responsibility is an integral element of good business management.The EnvironmentGroup companies are committed to reducing the amount of waste they produce and to limiting the impact which our
160、 businesses have on the environment.The Groups Irish businesses are members of Repak and our UK businesses are members of Biffpack.The Woodies DIY business stocks a range of environmentally friendly products including energy-saving lamps,solar garden lights and composters for recycling garden and ho
161、usehold waste.Buildbase has adopted the Timber Trades Federation Responsible Purchasing Policy.This demonstrates that the company is committed to sourcing timber and timber products from legal and well-managed forests and supports the UK/EU global objective to stop illegal logging.Buildbase holds th
162、e internationally recognised environmental certificates for the PEFC(Programme for the Endorsement of Forest Certification)scheme and FSC(Forest Stewardship Council).Buildbases Sustainable Development Policy ensures that all its products and services are reviewed for their impact on the environment.
163、Buildbase is also working with its utility service providers to introduce AMRs(Automatic Meter Readers)at all branch locations.This will enable the company to accurately monitor usage of both gas and electricity,and set targets for each branch to reduce their future energy consumption.The Merchantin
164、g business published Go Green with Grafton,a new brochure for trade customers which looks at all aspects of sustainable development from legislation to product performance.Baling machines to recycle paper and cardboard now operate throughout the branch network.This and other recycling measures have
165、helped to reduce waste.Buildbase has joined forces with a national waste management company to work towards nil to landfill targets for paper,cardboard and plastics,and is promoting the sale of a range of energy-saving and eco-friendly products including solar panels,ground and air source heating pu
166、mps,a rainwater collection system,heating controls that reduce energy costs and carbon emissions and energy-saving insulation materials.Heiton Buckley branches stock a range of products to reduce the impact of climate change through better building including heat pumps,solar panels and condensing bo
167、ilers that reduce demand for fossil fuel.Controlled ventilation systems and insulation products designed to conserve heat are also stocked.In July 2009,the Group acquired Secon Solar Limited,a leading independent distributor of quality branded products to the renewables market in the UK and Ireland.
168、Health and SafetyThe Group is committed to achieving the best practicable standard of health and safety for our employees,customers and visitors to our trading locations.We consider health and safety to be an important element in the overall management of our businesses.Group companies invest signif
169、icant resources in health and safety management and actively work to identify and minimise health and safety risks.They aim to ensure that all reasonable precautions are taken to provide and maintain conditions for employees,customers and visitors alike which are safe and healthy and in compliance w
170、ith statutory requirements.Accidents are monitored so that corrective action may be taken where considered necessary and in order to reduce the number of incidents and the cost of claims from employees and customers.The commitment of Buildbase to a high standard of health and safety was recognised b
171、y the British Safety Council who awarded the business the International Safety Award.Corporate Social Responsibility21Grafton Group plc Annual Report 2009Human ResourcesThe success of the Group is dependent on the exceptional contribution and commitment of its management and staff.The Groups decentr
172、alised culture,which is well supported at Group level,gives management and staff the autonomy to use their expertise,skills and talents both for their own career development and for the success of the Group.The Group and its businesses are committed to high standards of employment practice and is re
173、cognised as a good employer in both the UK and Ireland.The Group aims to reward management and staff fairly by reference to skills,performance,peers and local market conditions.The Group provides incentives to management and staff through remuneration policies that promote commitment and reward achi
174、evement.It is Group policy that all employees receive fair and equal treatment regardless of gender,age,ethnic origin,nationality,religion or disability.The Group is committed to offering equal opportunities to all individuals in their recruitment,training and career development having regard to the
175、ir particular aptitudes and abilities.Training and development programmes are important to the growth and prosperity of our business.Significant attention and resources are devoted to this area.Training programmes organised internally by Group businesses and in conjunction with external bodies,such
176、as the Builders Merchant Federation in the UK,cover a range of issues including sales development,customer service,product training,health and safety and leadership skills.These programmes help to ensure that we develop,retain and attract the best individuals at all levels in the business.We aim to
177、fill vacancies through internal promotions and complement internal appointments with recruitment from outside the organisation.The Group has Revenue approved share schemes in place in the UK and Ireland which enable employees to share in the success and growth of the Group.The majority of our employ
178、ees in Ireland are members of the Groups Share Participation Scheme which enables them to tax efficiently acquire shares in the Group.The Group operates a Save As You Earn(SAYE)Scheme for UK employees,which enjoys a high level of support.CommunityWe recognise our responsibility as a member of the co
179、mmunities where our branches/plants are located and where we do business.We are committed to developing close relationships with those communities through local management supporting a range of initiatives covering health,welfare,sport,education and community projects.The Group also supports a range
180、 of charitable causes,mainly at local level,by giving donations.During 2009,Buildbase staff throughout the UK succeeded in raising over 106,000 for Macmillan Cancer Support.Woodies DIY continued its sponsorship of the Athletic Association of Ireland track and field,cross country and indoor competiti
181、ons.Woodies also donated tools and equipment to Goal Ireland to aid the relief effort in Haiti following the earthquake there in early 2010.Corporate Social Responsibility22Grafton Group plc Annual Report 2009Compliance with the Combined CodeThe Board is committed to maintaining high standards of Co
182、rporate Governance.The Board is accountable to the Companys shareholders and this statement describes how it applies the principles of good governance set out in the 2008 FRC Combined Code on Corporate Governance.A copy of the Combined Code can be obtained from the Financial Reporting Councils websi
183、te,www.frc.org.uk.The BoardThe Board of Directors was made up of nine members at 31 December 2009 comprising the Executive Chairman,three other executive Directors and five non-executive Directors.Mr.Anthony Collins,Deputy Chairman,is Senior Independent Director.Directors biographical details are se
184、t out on page 13.The Board believes that its Directors possess the relevant backgrounds and mix of skills,knowledge and experience required by the scale,geographic spread and complexity of the Groups operations.The Board routinely meets seven times a year and additionally as required by time critica
185、l business needs.There is also contact with the Board between meetings as required in order to progress the Groups business.The Board takes the major decisions while allowing management sufficient scope to run the business within a centralised reporting framework.The Board has a formal schedule of m
186、atters specifically reserved for its decision.The matters reserved by the Board for its decision cover all strategic decisions,acquisitions,major items of capital expenditure,financial statements,budgets and material matters currently or prospectively affecting the Group and its performance.The Boar
187、ds responsibilities also include ensuring that appropriate management,development and succession plans are in place;reviewing the environmental and health and safety performance of the Group;approving the appointment of Directors and the Company Secretary;approving policies relating to Directors rem
188、uneration and severance and ensuring that satisfactory dialogue takes place with shareholders.The Board also delegates some of its responsibilities to committees of the Board.The Directors have access to the advice and services of the Company Secretary who is responsible for advising the Board throu
189、gh the Chairman on governance matters.The Companys Articles of Association and Schedule of Matters reserved for the Board for decision provide that the appointment or removal of the Company Secretary is a matter for the full Board.Directors have full and timely access to all relevant information in
190、a form appropriate to enable them to discharge their duties.Reports and papers are circulated to Directors in preparation for Board and committee meetings.The non-executive Directors,together with the executive Directors,receive monthly management accounts,various reports and other information to en
191、able them to review the performance of the Group on an ongoing basis.All Directors have access to independent professional advice at the Groups expense where they consider that advice is necessary to enable them to discharge their responsibilities as Directors.The Board periodically holds meetings a
192、t Group locations and meets senior management in order to help Directors gain a deeper understanding of the Groups operations and markets.The Board continues to hold the view that there are compelling commercial benefits to the Group and its shareholders in combining the roles of Chairman and Chief
193、Executive and the holding of the combined roles by Mr.Michael Chadwick.Combining these roles is balanced by the strong input of the five non-executive Directors and the Boards committee structure.It is Board policy that no individual or small group of individuals can dominate its decision making.The
194、 Deputy Chairman acts as Chairman in the absence of the Chairman and on other occasions as appropriate.The Deputy Chairman also serves as the Boards Senior Independent Director and is available to shareholders where there are issues that cannot be addressed through normal channels.Directors Independ
195、ence and Board BalanceIt is Board policy that the Board should include a balance of executive and non-executive Directors.Five non-executive Directors,Mr.Anthony E.Collins,Ms.Gillian Bowler,Mr.Richard W.Jewson,Mr.Roderick Ryan and Mr.Charles M.Fisher are considered by the Board to be independent in
196、character and free from any business or other relationship which could materially interfere with the exercise of independent judgement.The Board has determined that each of the non-executive Directors fulfilled this requirement and is independent.In reaching that conclusion,the Board considered the
197、principles relating to independence contained in the Combined Code.Directors Statement on Corporate Governance23Grafton Group plc Annual Report 2009Mr.Collins was appointed to the Board in 1988 and both Ms.Bowler and Mr.Jewson were appointed to the Board in 1995.The length of their service on the Bo
198、ard exceeds nine years and the 2008 FRC Combined Code provides that an explanation be made to shareholders concerning their continued independence.The Board considers that the integrity and independence of these Directors is beyond doubt.All three Directors are financially independent of the Company
199、 and have other significant commercial and professional commitments.Each of these non-executive Directors brings her/his own senior level experience gained in their own field of international business and professional practice.Their experience and long-term perspective on the Groups business has pro
200、vided the Board with stability and continuity during the most challenging trading period in the Groups recent history.It is Board policy that in any case where a non-executive Director has served on the Board for more than nine years he/she should retire annually and go forward for re-election.In vi
201、ew of this requirement,the Board believes that the tenure of non-executive Directors should not be solely determined by imposing an arbitrary time limit on the length of service but should also have regard to continued evidence of the exercise of independent judgment and effectiveness in the role.It
202、 is the Boards view that the independence of the three non-executive Directors has not been compromised by virtue of their period in office exceeding nine years.It is also the Boards view that each of the three directors continues to demonstrate independence and make a valuable contribution to the r
203、ole of the Board and its Committees.The Companys Articles of Association provide that one third of the Directors retire by rotation each year and that each Director seek re-election at the Annual General Meeting every three years.New Directors are subject to election by shareholders at the next Annu
204、al General Meeting following their appointment.It is Board Policy that non-executive Directors are normally appointed for an initial period of three years,which is then reviewed.Ms.Bowler and Mr.Jewson retire from the Board and offer themselves for re-election at the AGM on 6 May 2010 in accordance
205、with Board Policy.Mr.Charles Fisher was appointed to the Board since the last AGM and,in accordance with the Articles of Association and being eligible,offers himself for election.Mr.Michael Chadwick,Mr.Colm Nuallin and Mr.Roderick Ryan retire from the Board by rotation and,being eligible,offer them
206、selves for re-election.Mr.Collins will retire from the Board at the Annual General Meeting on 6 May 2010.The Board is satisfied as to the independence of Ms.Bowler,Mr.Jewson and Mr.Ryan and recommends their re-election.The Board undertakes a formal annual evaluation of its Directors and is satisfied
207、 that the three non-executive Directors proposed for re-election continue to discharge their obligations as Directors and contribute effectively to the work of the Board and its committees.The overall composition and balance of the Board is kept under review.The Board is managing the orderly success
208、ion of non-executive Directors without compromising the effectiveness and continuity of the Board and its committees.Induction and TrainingIt is the policy of the Board that formal induction is offered to all Directors appointed to the Board.This includes on-site visits and meetings with Senior Mana
209、gement in the Groups businesses and briefings from executive Directors and the Company Secretary.Induction covers matters such as the operations of the Group,the role of the Board and matters reserved for its decision,powers delegated to Board committees,corporate governance policies and the latest
210、financial information about the Group.Directors are advised on appointment of their legal and other duties and of their obligations as Directors of a listed company.Evaluation of BoardThe Board has put in place procedures which involve the conduct of an annual evaluation process to periodically asse
211、ss its performance,the performance of Board Committees and the performance of individual Directors.This process also seeks to identify areas in which the effectiveness of the Board may be improved.Evaluation of the Board is achieved through annual discussion between each Director and the Senior Inde
212、pendent Director.The results of the evaluation process are presented to the Board for consideration of issues identified.Directors Statement on Corporate Governance24Grafton Group plc Annual Report 2009Succession PlanningThe Board plans for succession with the assistance of the Nomination Committee.
213、The Board believes that it is necessary to have appropriate executive Director and non-executive Director representation to provide Board balance and to provide the Board with the breadth of experience required by the scale,geographic spread and complexity of the Groups operations.Communication with
214、 ShareholdersThe Company recognises the importance of communication with shareholders.Presentations are made to both existing and prospective institutional shareholders principally after the release of half-yearly and annual results.Interim Management Statements are issued in compliance with the EU
215、Transparency(Directive 2004/109/EC)Regulations 2007 and the Group issues trading updates in January and July.Conference calls are held following the issue of the half-yearly and annual results.Any major acquisitions are also notified to the market and the Companys website provides the full text of t
216、he half-yearly and annual results,investor presentations and all Stock Exchange and other announcements.The Chairman and Finance Director give feedback to the Board on issues raised by investors during the course of presentations following the half-yearly and annual results and Analysts reports on t
217、he Group are circulated to all Directors.Non-executive Directors are offered an opportunity to attend meetings with major shareholders.The Senior Independent Director is available to meet with shareholders if they have concerns which have not been resolved through the normal channels of Chairman or
218、Finance Director or where such contacts are not appropriate.General MeetingsThe Companys Annual General Meeting(AGM),which is held in Ireland,affords individual shareholders the opportunity to question the Chairman and the Board.The Notice of the AGM,which specifies the time,date,place and the busin
219、ess to be transacted,is sent to shareholders at least 20 working days before the meeting.The AGM is normally attended by all Directors.At the meeting,resolutions are voted on by either a show of hands of those shareholders attending,in person or by proxy,or,if validly requested,by way of a poll.In a
220、 poll,the votes of shareholders present and voting at the meeting are added to the proxy votes received in advance and the total number of votes for,against and withheld for each resolution are announced.This information is made available on the Companys website following the meeting.All other gener
221、al meetings are called Extraordinary General Meetings(EGMs).An EGM called for the passing of a special resolution must be called by at least twenty-one clear days notice.Provided shareholders have passed a special resolution at the immediately preceding AGM and the Company allows shareholders to vot
222、e by electronic means,an EGM to consider an ordinary resolution may,if the Directors deem it appropriate,be called at fourteen clear days notice.A quorum for a general meeting of the Company is constituted by four or more shareholders present in person and entitled to vote.The passing of resolutions
223、 at a meeting of the Company,other than special resolutions,requires a simple majority.To be passed,a special resolution requires a majority of at least 75 per cent of the votes cast.Shareholders have the right to attend,speak,ask questions and vote at general meetings.In accordance with Irish compa
224、ny law,the Company specifies record dates for general meetings,by which date shareholders must be registered in the Register of Members of the Company to be entitled to attend.Record dates are specified in the Notice of a general meeting.Shareholders may exercise their right to vote by appointing a
225、proxy/proxies,by electronic means or in writing,to vote some or all of their shares.The requirements for the receipt of valid proxy forms are set out in the Notice convening the meeting.A shareholder,or a group of shareholders,holding at least 5 per cent of the issued share capital of the Company,ha
226、s the right to requisition a general meeting.A shareholder,or a group of shareholders,holding at least 3 per cent of the issued share capital of the Company,has the right to put an item on the agenda of an AGM or to table a draft resolution for inclusion in the agenda of a general meeting,subject to
227、 any contrary provision in Irish company law.Memorandum and Articles of AssociationThe Companys Memorandum and Articles of Association set out the objects and purposes of the Company.The Articles detail the rights attaching to each share class;the method by which the Companys shares can be purchased
228、 or re-issued;the provisions which apply to the holding of and voting at general meetings;and the rules relating to the Directors,including their appointment,retirement,re-election,duties and powers.A copy of the Memorandum and Articles of Association can be obtained from the Groups website,.Directo
229、rs Statement on Corporate Governance25Grafton Group plc Annual Report 2009Board CommitteesThe number of Board meetings and committee meetings held during the year and attended by each Director was as follows:BoardAudit CommitteeFinance CommitteeRemuneration CommitteeNomination CommitteeNumber of Mee
230、tingsABABABABABM.Chadwick99-5148-33A.E.Collins9955-2233C.Nuallin99-5148-L.J.Martin99-5144-J.F.Malone98-G.Bowler9652-2233R.W.Jewson9955-2233R.Ryan9955-32C.M.Fisher66-Column A refers to the number of meetings held during the period the Director was a member of the Board and/or Committee Column B refer
231、s to the number of meetings attended during the period the Director was a member of the Board and/or Committee The Board is assisted by committees of Board members which focus on specific aspects of its responsibilities.The terms of reference of the Audit Committee,Remuneration Committee and Nominat
232、ion Committee were approved by the Board and comply with the 2008 FRC Combined Code and are available from the Company and can also be found on the Groups website at .Membership of the various committees is shown on page 13.The Company Secretary is secretary of the Audit,Remuneration and Nomination
233、Committees.Audit CommitteeDuring the year,the Audit Committee comprised Mr.Richard W.Jewson,who chairs the Committee,Ms.Gillian Bowler,Mr.Anthony E.Collins and Mr.Roderick Ryan.All members of the Committee are determined by the Board to be independent non-executive Directors.The Audit Committee met
234、five times during the year.The Board believes that Mr.Richard W.Jewson brings to the Committee recent and relevant financial experience.It will be seen from the Directors biographical details appearing on page 13 that members of the Committee bring a wide range of financial,taxation,legal,commercial
235、 and business experience to the Committee.Under its terms of reference,the Audit Committee monitors the integrity of the Groups financial statements and announcements relating to the Groups performance.The Committee is responsible for monitoring the effectiveness of the external audit process and ma
236、king recommendations to the Board in relation to the appointment,reappointment and remuneration of the external auditor.It is responsible for ensuring that an appropriate relationship between the Group and the external auditor is maintained,including reviewing non-audit services and fees.A new Group
237、 Audit Partner is appointed every five years and senior audit staff are rotated.Non-audit tax and secretarial compliance services were provided by KPMG during 2009.The Committee believes that the provision of these services by KPMG does not conflict with its independence as auditor.Directors Stateme
238、nt on Corporate Governance26Grafton Group plc Annual Report 2009The Committee reviews the Groups systems of internal control and the processes in place for monitoring and evaluating the risks facing the Group.The Committee is satisfied that its role and authority include those matters envisaged by t
239、he 2008 FRC Combined Code to fall within its jurisdiction and the Board has delegated authority to the Committee to address those tasks for which it has responsibility.The Chairman of the Committee reports to the Board at each Board meeting.The KPMG Audit Partner and the Finance Director normally at
240、tend Audit Committee meetings.The KPMG Tax Partners attend meetings at the request of the Committee.The Committee also meets in private session and with the external auditor without executive management present.The Committees terms of reference are available from the Company and are displayed on the
241、 Groups website .In 2009,the Audit Committee discharged its responsibilities by:Reviewing the Groups draft Financial Statements and draft half-yearly results before recommending their approval to the Board.The Committee discussed with the Finance Director and KPMG any significant accounting policies
242、,estimates and judgements that had been applied in preparing these reports and received their views in relation to these matters;Reviewing the Groups trading updates prior to release;The Committee received reports prepared by the Group Internal Audit Manager which summarised the findings of internal
243、 audit reports prepared by the Group Internal Audit function.These reports covered the work undertaken,findings made,actions recommended and the response of executive management of the Groups businesses to recommendations made.The Committee met with the Group Internal Audit Manager on two occasions
244、during the year,and also without Executive management present;Reviewing the External Auditors plan for the 2009 audit of the Group.This included an assessment of the scope of the audit work and key risk areas and confirmation of auditor independence;Reviewing the External Auditors Management Letter
245、on internal controls in the Groups individual businesses prepared by KPMG as part of the Groups audit process;Reviewing risks associated with the business;The Committee continued to monitor compliance with the Groups Whistleblowing Policy ensuring that appropriate arrangements were maintained for em
246、ployees to raise matters of possible impropriety in confidence with suitable follow up action.Remuneration CommitteeThe Committee comprises Ms.Gillian Bowler,who chairs the Committee,Mr.Anthony E.Collins and Mr.Richard W.Jewson all of whom are determined by the Board to be independent.The Committee
247、met twice during the year.The Committees responsibilities include making recommendations on the terms of engagement and remuneration of the executive Directors.The terms of reference of the Committee are available from the Company and can also be found on the Groups website at .The Chairman of the R
248、emuneration Committee is available at the Annual General Meeting to respond to shareholder questions concerning the Committees activities.The Committee receives independent advice concerning matters within its remit when considered necessary.The Committees principal responsibilities are:Setting,revi
249、ewing and recommending to the Board for approval the Groups overall remuneration policy and strategy;Setting,reviewing and approving individual remuneration packages including salary,bonus,pension allowance and other benefits for executive Directors,the Executive Chairman and Company Secretary inclu
250、ding terms and conditions of employment and any changes to their packages.During the year,the Company Secretary ceased to participate in a Group defined benefit pension scheme as detailed in Note 5 to the Financial Statements;Directors Statement on Corporate Governance27Grafton Group plc Annual Repo
251、rt 2009 Reviewing the salary structure and terms,conditions and benefits of employment of any other members of the executive management it is designated to consider;Approving the rules of any Group share,share option or other share incentive scheme and approving the grant,award,allocation or issue o
252、f shares,share options or other benefits conferred by such schemes;Further details of the Committees remit and work are set out in the Report on Directors Remuneration on pages 29 to 32.Nomination CommitteeThe Nomination Committee comprises Mr.Anthony E.Collins,Chairman of the Committee,Mr.Michael C
253、hadwick,Ms.Gillian Bowler,Mr.Richard W.Jewson and Mr.Roderick Ryan.The Board is actively engaged in orderly succession planning and is assisted in this function by the Nomination Committee.The Committee keeps the composition,skills and diversity of the Board under review to ensure that it has the ra
254、nge of skills required for the Board to meet the demands of the business and fulfil its obligations to shareholders.The Nomination Committee met three times during the year to consider the Boards membership and additional skills and experience which might benefit the Boards performance.During 2009,t
255、he Committee identified,and recommended to the Board,a suitable candidate for appointment as a non-executive Director,Mr.Charles M.Fisher.External search consultants were not engaged to identify candidates as Committee members were aware,from their own research and enquiries,of candidates with the a
256、ppropriate skills and experience.The Committee also reviewed succession planning at Executive Director level.The Nomination Committees terms of reference are available from the Company and can also be found on the Groups website at .Finance CommitteeThe Finance Committee comprises Mr.Michael Chadwic
257、k,Executive Chairman,Mr.Colm Nuallin,Finance Director,Mr.Leo J.Martin,Chief Operating Officer and Mr.Charles Rinn,Secretary and Group Financial Controller.The Committee deals with acquisition opportunities up to Board approval stage,capital expenditure under the limit reserved for the Board,and a ra
258、nge of Group management and finance issues.Internal ControlThe Directors acknowledge that they have overall responsibility for the Groups system of internal control and for reviewing its effectiveness.The Directors recognise that such a system is designed to manage rather than eliminate the risk of
259、failure to achieve business objectives and can only provide reasonable but not absolute assurance against material misstatement or loss.A process for identifying,evaluating and managing significant risks faced by the Group,in accordance with the Guidance for Directors on the 2008 FRC Combined Code,h
260、as been in place throughout the accounting period and up to the date the financial statements were approved.Group management are responsible for implementing strategy and for the continued development of the Groups businesses within parameters set down by the Board.Similarly,day to day management of
261、 the Groups businesses is devolved to operational management within clearly defined authority limits and subject to very tight reporting of financial performance.Group and operating company management are responsible for internal control including the identification and evaluation of significant ris
262、ks and for implementation of appropriate internal controls to manage such risks.Group management report to the Board on key risks and internal control issues including the way in which these issues are managed.The key features of the Groups system of internal control include:A clear focus on impleme
263、nting the Groups strategy.Defined structures and authority limits for the operational and financial management of the Group and its businesses.Directors Statement on Corporate Governance28Grafton Group plc Annual Report 2009 A comprehensive system of reporting on trading,operational issues and finan
264、cial performance incorporating results and cash flows,working capital management,return on capital employed and other relevant measures of performance.Board approval of major capital expenditure proposals and all acquisition proposals.The internal audit function focuses on areas of greatest risk to
265、the Group,monitors compliance and considers the effectiveness of internal control throughout the Group.The Audit Committee reviews Management Letters from KPMG and Internal Audit Reports and also meets with the KPMG Audit Partner and Group Internal Audit Manager in order to satisfy itself on the ade
266、quacy of the Groups internal control system.The Chairman of the Audit Committee reports to the Board on all significant matters considered by the Committee.In the Boards view,the ongoing information it received was sufficient to enable it to review the effectiveness of the Companys system of interna
267、l control.The Directors confirm that they have reviewed the effectiveness of internal control.In particular,they have during the year considered the significant risks affecting the business and the way in which these risks are managed,controlled and monitored.Going ConcernThe Directors,having made e
268、nquiries,believe that the the Company and the Group as a whole has adequate resources to continue in operational existence for the foreseeable future and for this reason they continue to adopt the going concern basis in preparing the financial statements.Compliance StatementThe Company applied the p
269、rinciples set out in Section 1 of the 2008 FRC Combined Code to the extent applicable for the year under review and has complied with the provisions of the 2008 FRC Combined Code except that the roles of Chairman and Chief Executive are held by the same individual and that the periods of service of
270、three non-executive directors exceed nine years.It has been determined by the Board that the three non-executive directors concerned are independent,as set out on pages 22 and 23.Directors Statement on Corporate Governance29Grafton Group plc Annual Report 2009The Remuneration Committee comprises Ms.
271、Gillian Bowler,who chairs the Committee,Mr.Anthony E.Collins and Mr.Richard W.Jewson,all of whom are non-executive Directors with no personal financial interest other than as shareholders in the matters to be decided by the Committee,no potential conflicts of interest arising from cross-directorship
272、s and no day to day involvement in the running of the business.The Committee is responsible for the formulation of the Groups policy on remuneration in relation to all executive Directors.The fee payable to non-executive Directors is determined by the Board within the provisions and limits set out i
273、n the Articles of Association.Remuneration PolicyIn making its recommendations,the Remuneration Committee has given consideration to the provisions of the 2008 FRC Combined Code and the Irish Stock Exchanges requirements on Directors remuneration.The remuneration policy adopted by the Group is to re
274、ward its executive Directors competitively having regard to comparable companies and the need to attract,retain and motivate executives of appropriate calibre.The Executive Chairman is fully consulted about remuneration proposals and outside advice is sought by the Remuneration Committee when necess
275、ary.The elements of the remuneration package for executive Directors are basic salary,other benefits,performance related pay,a pension allowance and the ability to participate in the 1999 Grafton Group Share Scheme and the Grafton Group Employee Share Participation Scheme.Service ContractsMr.L.J.Mar
276、tin,an executive Director,has a service contract with a period of notice of twelve months.Basic Salary and Other BenefitsThe basic salaries of executive Directors are reviewed annually having regard to personal performance,Company performance and competitive market practice.No basic salary increases
277、 have been granted to executive Directors since 1 July 2007.Performance Related PayThe level of performance pay is determined for each individual executive Director.No performance related pay was awarded to Directors for 2009.Retirement BenefitsIn 2008,three executive Directors ceased to participate
278、 in a Group defined benefit pension scheme as detailed on page 31.Following the transfer of the defined benefit entitlement of the three Directors to schemes external to the Grafton Group,payments are no longer made to the defined benefit scheme on behalf of these Directors.Instead,a taxable allowan
279、ce is payable to these Directors in lieu of future pension benefits.This allowance,which is calculated based on independent and external actuarial advice,ceases to be payable on the earlier of a Director leaving the service of the Company or on reaching normal retirement age.Share SchemesUp to April
280、 2009 key executives could acquire shares in the Group so as to provide an incentive to perform strongly over an extended period and to align their interests with those of shareholders.Under the terms of the 1999 Grafton Group Share Scheme,two types of share were available subject to the conditions
281、set out below:(i)Basic shares which cannot be converted before the expiration of five years,unless the Remuneration Committee agrees to a shorter period which shall not be less than three years,and may be converted any time after that to the end of their contractual life provided the Companys earnin
282、gs per share has grown at not less than the rate of growth in the Consumer Price Index plus 5 per cent compounded during that period.Report on Directors Remuneration30Grafton Group plc Annual Report 2009Report on Directors Remuneration(ii)Second tier shares which cannot be converted before the expir
283、ation of five years and at any time thereafter up to the end of their contractual life,only if over a period of at least five years,the growth in the Groups earnings per share would place it in the top 25 per cent of the companies listed on the Irish Stock Exchange Index over the same period and als
284、o provided that such shares shall be acquired only if the Companys earnings per share growth over the relevant period is greater,by not less than 10 per cent on an annualised basis,than the increase in the Consumer Price Index over that period.The share scheme has a ten year life for the award of en
285、titlements and this period has now expired.The percentage of share capital which may be issued under the scheme and individual grant limits comply with Institutional Guidelines.Basic shares granted after 8 May 2008 cannot be converted before the expiration of three years.Share Participation SchemeTh
286、e Grafton Group Employee Share Participation Scheme is open to all Irish based employees who have at least eighteen months continuous service and executive Directors are entitled to participate in the scheme on the same basis as all other employees.Executive Directors waived their 2008 entitlements
287、under the scheme.Directors Remuneration and Retirement BenefitsThe following table presents the remuneration of the Directors in accordance with the Irish Stock Exchange Listing Rules.Remuneration for 2009Basicsalary2009(i)000Performancerelated pay2009000Pensionallowance2009(ii)000Otherbenefits20090
288、00Total2009000Total2008(iii)-(v)000Executive DirectorsM.Chadwick635-26661987C.Nuallin500-33719856999L.J.Martin490-29441825970J.F.Malone250-152653401,875-6311012,6073,296 Fees2009000Total2009000Total2008000Non-Executive DirectorsA.E.Collins707070G.Bowler707070R.W.Jewson707070R.Ryan707070C.M.Fisher474
289、7-P.S.Wood232370350350350Sub-total2,9573,646Share-based payments credit(172)(240)Pension charge refer to note on page 31-4,738Total Directors Remuneration 2,7858,14431Grafton Group plc Annual Report 2009(i)No basic salary increases have been granted to Directors since 1 July 2007.(ii)Mr.M.Chadwick w
290、aived his entitlement to a pension allowance of 307,000 for 2009.(iii)Mr.M.Chadwick waived his entitlement to performance related pay of 158,750 for 2008.(iv)Mr.M.Chadwick,Mr.C.Nuallin and Mr.L.J.Martin waived other benefits of 12,700 each for 2008 and Mr.J.F.Malone waived other benefits of 10,000 f
291、or the same year.(v)The 2008 total remuneration for individual directors includes pension allowances paid to three executive directors.Directors Retirement Benefits for 2008In 2008,the liabilities and risks associated with the defined benefit scheme were reduced following the decision of three direc
292、tors to transfer their defined pension entitlements from the scheme to revenue approved defined contribution schemes,as set out in the 2008 Annual Report.The three executive directors ceased to be members of the Groups defined benefit scheme on 1 January 2008 and were paid a taxable allowance,determ
293、ined on the basis of independent and external actuarial advice,with effect from that date in lieu of future pension benefits.Arrangements for the transfers from the defined benefit pension schemes were negotiated with these Directors by the Remuneration Committee based on independent professional ad
294、vice.The relevant pensions showed a deficit of 4.74 million in the defined benefit scheme and the 2008 Group Income Statement reflected a charge for this amount to fund the deficit related to the new arrangements.Obligations under the Pensions Act to have sufficient funds to purchase annuities for t
295、hese Directors on retirement have ceased as a result of these transfers.The purchase of annuities is currently more expensive than transfer payments.The transfers also eliminate related liabilities and risks from the Groups balance sheet that could include additional funding costs associated with sh
296、ortfalls in investment returns and longevity.The solvency of the pension schemes was not changed as a result of the transfers and the removal of significant obligations in respect of these pensions introduces greater stability for the remaining active members.Each of these Directors has long service
297、 with the Group and their pension benefits have been built up over the duration of their employment.The final transfer values from the defined benefit pension scheme in respect of their accrued entitlements and benefits were M.Chadwick 11.7 million,C.Nuallin 7.9 million and L.J.Martin 6.7 million.Di
298、rectors and Secretarys InterestsThe beneficial interests of the Directors in the share capital of the Company were as follows:Director31 December 2009 Grafton Units*31 December 2008 Grafton Units*M.Chadwick19,656,92119,656,921A.E.Collins450,000450,000C.Nuallin1,141,7591,141,759L.J.Martin204,605204,6
299、05J.F.Malone853,155693,963G.Bowler132,000132,000R.W.Jewson42,20442,204R.Ryan25,00025,000C.M.Fisher10,000-Mr.Chadwick holds a non-beneficial interest in 2,986,560(2008:2,986,560)Grafton Units in his capacity as a Trustee of a family trust.He also holds a non-beneficial interest as nominee in 178,640(
300、2008:178,640)Grafton Units.Mr.M.Chadwick and Mr.C.Nuallin have a non-beneficial interest in 1,582,537(2008:1,126,645)Grafton Units as Trustees of the Grafton Group plc Employee Share Participation Scheme.Mr.J.F.Malone acquired 159,192 Grafton Units on 15 June 2009 at 1.81 per Unit in accordance with
301、 the rules of the Grafton Group Share Schemes.The market value of a Grafton Unit on 15 June 2009 was 3.00.Report on Directors Remuneration32Grafton Group plc Annual Report 2009Mr.C.M.Fisher acquired 10,000 Grafton Units on 2 September 2009 at a market price of 3.64 per Unit.There have been no change
302、s in the interests of the Directors between 31 December 2009 and the date of this report.Mr.C.Rinn,Secretary,had a beneficial interest in 263,396 Grafton Units at 31 December 2009(31 December 2008:263,396).*At 31 December 2009,a Grafton Unit comprised one ordinary share of 5 cent each and seventeen
303、A ordinary shares of 0.001 cent each in Grafton Group plc and one C ordinary share of Stg0.0001p in Grafton Group(UK)plc.Directors and Secretarys Interests under the Grafton Group Share SchemesThe interests of the Directors and the Secretary to acquire Grafton Units in accordance with the Grafton Gr
304、oup Share Schemes are shown below:Number of Units1 January2009 31 December2009BasicSecond TierPrice Period over which Grafton Units may be acquiredL.J.Martin120,000120,00060,00060,0008.11Oct 2010Oct 2015120,000120,00060,00060,00011.50Oct 2011Oct 2016120,000120,00060,00060,0008.48Sept 2012Sept 2017-1
305、20,000#60,00060,0001.66Apr 2012March 2019360,000480,000240,000240,000C.Nuallin160,000160,00080,00080,0005.45Nov 2008Oct 2013160,000160,00087,50072,5006.20May 2009April 2014120,000 120,00060,00060,0008.11Oct 2010Oct 2015120,000 120,00060,00060,00011.50Oct 2011Oct 2016120,000120,00060,00060,0008.48Sep
306、t 2012Sept 2017-120,000#60,00060,0001.66Apr 2012March 2019680,000800,000407,500392,500J.F.Malone159,192*-1.81July 2004July 2009159,192159,19284,90274,2902.07May 2005April 2010318,384159,19284,90274,290Mr.C.Rinn had an interest to acquire 540,177(31 December 2008:440,177)Grafton Units at 31 December
307、2009 at prices ranging between 1.66 and 11.50 in accordance with the 1999 Grafton Group Share Scheme including an interest to acquire 100,000 Grafton Units granted on 3 April 2009 at 1.66 per unit.The closing price of a Grafton Unit on 31 December 2009 was 2.94(31 December 2008:2.30)and the price ra
308、nge during the year was between 1.26 and 3.96(2008:2.07 and 6.27).There has not been any contract or arrangement with the Company or any subsidiary undertaking during the year in which an Officer of the Company was materially interested and which was significant in relation to the Companys business
309、except for the pension arrangements outlined in note 5 on page 57.*Mr.J.F.Malone acquired 159,192 Grafton Units on 15 June 2009 at 1.81 per Unit in accordance with the rules of the Grafton Group Share Scheme.The market value of a Grafton Unit on 15 June 2009 was 3.00.#Entitlements to convert to Graf
310、ton units issued on 3 April 2009 subject to the rules of the 1999 Grafton Group Share Scheme.Report on Directors Remuneration33Grafton Group plc Annual Report 2009The Directors are responsible for preparing the Annual Report and the Group and Company Financial Statements,in accordance with applicabl
311、e law and regulations.Company law requires the directors to prepare Group and Company Financial Statements for each financial year.Under that law,the Directors are required to prepare the Group Financial Statements in accordance with International Financial Reporting Standards(IFRSs)as adopted by th
312、e EU and have elected to prepare the Company Financial Statements in accordance with IFRSs as adopted by the EU and as applied in accordance with the Companies Acts,1963 to 2009.The Group and Company Financial Statements are required by law and IFRSs as adopted by the EU to present fairly the financ
313、ial position and performance of the Group and Company.The Companies Acts,1963 to 2009 provide in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.In prepari
314、ng each of the Group and Company Financial Statements,the Directors are required to:select suitable accounting policies and then apply them consistently;make judgements and estimates that are reasonable and prudent;state that the financial statements comply with IFRSs as adopted by the EU and in the
315、 case of the Company as applied in accordance with the Companies Acts,1963 to 2009;and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.Under applicable law and the requirements of the Listing R
316、ules issued by the Irish Stock Exchange,the Directors are also responsible for preparing a Directors Report and reports relating to Directors remuneration and Corporate Governance that comply with that law and those Rules.In particular,in accordance with the Transparency(Directive 2004/109/EC)Regula
317、tions 2007(the Transparency Regulations),the Directors are required to include in their report a fair review of the business and a description of the principal risks and uncertainties facing the Group and the Company and a responsibility statement relating to these and other matters,included below.T
318、he Directors are responsible for keeping proper books of account that disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Acts,1963 to 2009 and,as regards the Group Financial S
319、tatements,Article 4 of the IAS Regulation.They are also responsible for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.The Directors are responsible for the maintenance and integrity of the corporate and
320、financial information included on the Companys website.Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.For the purpose of Transparency(Directive 2004/109/EC)Regulations 2007(SI 277/2007)and
321、European Communities(Directive 2006/46/EC)Regulations 2009(SI 450/2009),pages 16 to 32 of this Annual Report shall be read as a single report of the Directors.Responsibility Statement,in accordance with the Transparency RegulationsEach of the Directors,whose names and functions are listed on page 13
322、 confirm that,to the best of each persons knowledge and belief:the Group Financial Statements,prepared in accordance with IFRSs as adopted by the EU,give a true and fair view of the assets,liabilities and financial position of the Group at 31 December 2009 and its profit for the year then ended;the
323、Company Financial Statements,prepared in accordance with IFRSs as adopted by the EU and as applied in accordance with the Companies Acts,1963 to 2009,give a true and fair view of the assets,liabilities and financial position of the Company at 31 December 2009;and the Report of the Directors containe
324、d in the Annual Report includes a fair review of the development and performance of the business and the position of the Group and Company,together with a description of the principal risks and uncertainties that they face.On behalf of the BoardM.Chadwick C.NuallinStatement of Directors Responsibili
325、ties34Grafton Group plc Annual Report 2009We have audited the Group and Company Financial Statements(the financial statements)of Grafton Group plc for the year ended 31 December 2009 which comprise the Group Income Statement,the Group Statement of Comprehensive Income,the Group and Company Balance S
326、heets,the Group and Company Cash Flow Statements,the Group and Company Statement of Changes in Equity and the related notes on pages 36 to 113.These financial statements have been prepared under the accounting policies set out therein.This report is made solely to the Companys members,as a body,in a
327、ccordance with section 193 of the Companies Act 1990.Our audit work has been undertaken so that we might state to the Companys members those matters we are required to state to them in an auditors report and for no other purpose.To the fullest extent permitted by law,we do not accept or assume respo
328、nsibility to anyone other than the Company and the Companys members as a body,for our audit work,for this report,or for the opinions we have formed.Respective responsibilities of Directors and AuditorThe Directors responsibilities for preparing the Annual Report and the financial statements in accor
329、dance with applicable law and International Financial Reporting Standards(IFRSs)as adopted by the EU are set out in the Statement of Directors Responsibilities on page 33.Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and Interna
330、tional Standards on Auditing(UK and Ireland).We report to you our opinion as to whether the financial statements give a true and fair view in accordance with IFRSs as adopted by the EU,and have been properly prepared in accordance with the Companies Acts,1963 to 2009 and,in the case of the Group Fin
331、ancial Statements,Article 4 of the IAS Regulation.We also report to you,in our opinion whether proper books of account have been kept by the Company;whether at the balance sheet date,there exists a financial situation requiring the convening of an extraordinary general meeting of the Company;and whe
332、ther the information given in the Report of the Directors is consistent with the financial statements.In addition,we state whether we have obtained all the information and explanations necessary for the purposes of our audit,and whether the Company balance sheet is in agreement with the books of acc
333、ount.We also report to you if,in our opinion,any information specified by law or the Listing Rules of the Irish Stock Exchange regarding Directors remuneration and Directors transactions is not disclosed and,where practicable,include such information in our report.We review whether the Corporate Governance Statement reflects the companys compliance with the nine provisions of the 2008 FRC Combined
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