On 2 November 2011, Mr Lynam and Mr Salmon were both granted an option to subscribe between 2 November 2014 and 1 November 2021 for 141,666 ordinary 40p shares in the Company at 720p a share, as well as an option to subscribe between 2 November 2016 and 1 November 2021 for 141,667 ordinary 40p shares in the Company at 720p a share.
On 2 November 2011, Mr Kapur was granted an option to subscribe between 2 November 2014 and 1 November 2021 for 35,416 ordinary 40p shares in the Company at 720p a share, as well as an option to subscribe between 2 November 2016 and 1 November 2021 for 35,417 ordinary 40p shares in the Company at 720p a share.
During 2012 the Share Option Scheme was modified to become cash-settled rather than equity-cash-settled (see note 26).
Apart from the interests disclosed above, no director was interested at any time in the year in the share capital of Group companies.
Board Committees
The report of the Remuneration Committee on pages 33 to 34 will be the subject of an Ordinary Resolution at the Annual General Meeting.
Information on the Audit and Nomination Committees is included in the Corporate Governance section of the Annual report on pages 31 to 32.
Employees
The Company gives due consideration to the employment of disabled persons and is an equal opportunities employer. It also regularly provides employees with information on matters of concern to them, consults on decisions likely to affect their interests and encourages their involvement in the performance of the Company.
Charitable donations
The Company supports a local charity, the Queen Alexandra College and made total donations in the year to this and other charities of £1,436 (2011: £3,230).
Supplier payment policy
The Company’s supplier payment policy is to make payment in line with terms agreed with individual suppliers, payments being effected on average within 6 days of receipt of invoice (2011: 6 days).
Forbearance
The Group has always looked to support customers who are in financial difficulty. We seek to engage in early communication with borrowers experiencing difficulty in meeting their repayments. The Company may at its discretion agree to reducing or deferring payments but will not revise the contractual payment plan (see note 4).
Post balance sheet events
On 2 January 2013 the Company acquired 100% of the ordinary share capital of V12 Finance Group Limited, which along with its wholly owned subsidiaries V12 Retail Finance Limited and V12 Personal Finance Limited provide retail point of sale loans, typically for 12 months on an unsecured basis to consumers who are predominantly classified as prime borrowers. The acquisition is complementary to the Group’s existing retail finance proposition and the V12 management team will continue in the business. The cash consideration of £3.5 million was paid on completion and the Company provided funding such that the V12 Group could redeem £7 million of subordinated debt and also repay existing bank finance amounting to £28.5 million.
On 15 January 2013 the Company acquired the trade and assets of Debt Managers Holdings Limited and its subsidiaries Debt Managers (AB) Limited and Debt Managers Limited. These companies collect delinquent debt on behalf of a range of clients including banks and utility companies. The Company acquired Debt Managers for an initial cash payment of £364,000 paid on completion of the transaction which includes payment for the estimated book value of the net assets of £14,000. In addition deferred consideration of up to £400,000 in cash is payable by the Company one year after completion subject in part to the business achieving certain income criteria. The assets acquired are expected to be fair valued at circa £760,000 after completion.
Going concern
After making appropriate enquiries which assessed strategy, profitability, funding and capital resources, the directors are satisfied that the Company and the Group have adequate resources to continue in operation for the foreseeable future. The financial statements are therefore prepared on the going concern basis.
Statement of Directors’ responsibilities in respect of the Annual Report and the Financial Statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare group and parent company financial statements for each financial year. As required by the AIM Rules of the London Stock Exchange they are required to prepare the group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the parent company financial statements on the same basis.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that period. In preparing each of the group and parent 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 whether they have been prepared in accordance with IFRSs as adopted by the EU; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility 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 have decided to prepare voluntarily a Directors’
Remuneration Report in accordance with Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 made under the Companies Act 2006, as if those requirements were to apply to the Company. The directors have also decided to prepare voluntarily a Corporate Governance Statement as if the Company were required to comply with the Listing Rules and the Disclosure Rules and Transparency Rules of the Financial Services Authority in relation to those matters.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.
Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of disclosure of information to auditor
The directors confirm that, so far as each of the directors are aware, there is no relevant audit information of which the Company’s auditor is unaware and the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
Annual General Meeting
The next Annual General Meeting of the Company will be held on 8 May 2013. The Notice of Meeting is included on pages 88 and 89.
Auditor
In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG Audit Plc as auditor of the Company is to be proposed at the forthcoming Annual General Meeting.
By order of the board