Report of the Directors
OTHER STATUTORY INFORMATION
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The principal activities of the Company and its subsidiaries (the Group) are the provision of waste management and recycling services and the generation of renewable energy. Information regarding Viridor, including important events and its progress during the year, events since the year end and likely future developments is contained in the business review section of this Directors' report.
In addition, the business review contains a fair and balanced review of the business of the Group, including its position and prospects, Key Performance Indicators and a description of the principal risks and uncertainties facing it in accordance with the requirements of the Combined Code and Section Section 417 of the Companies Act 2006.
In addition statements are included on any significant environmental, social and governance (ESG) risks and the actions taken in mitigating these risks within the business review pages. Further information on ESG aspects of Viridor's business are included in the corporate responsibility section of the business review. The principal subsidiaries of the Company are listed in note 37 to the financial statements.
Employees
The average number of employees during the year was 2,941 (2009 2,216). Details of the related costs can be found in note 12 to the financial statements.
Employee consultation is maintained via a number of means including formalised trade union processes, consultative committees and specific working groups. All these are chaired by senior management of the Group, with representatives drawn from all functional areas as appropriate.
A performance appraisal system exists for all non-manual staff and managers. Viridor uses a range of incentivisation arrangements as appropriate to each group of workers and job satisfaction is supported by encouraging role changes wherever possible within the Group to help employees gain broad experience of business activities.
The Group, as a 'good employer' has been introducing a number of 'Family Friendly' policies, which exceed statutory requirements. All employees are entitled to participate in the Pennon Group Sharesave Scheme which is an all-employee plan where performance conditions do not apply.
Occupational health and safety remain key elements of Viridor's assessment of risk management.
Training in skills acquisition and health and safety continues to ensure that employees have the knowledge and expertise to undertake their jobs to the best of their ability.
The Group remains committed to a non-discriminatory employment policy, making every reasonable effort to ensure that no current or future employee is disadvantaged because of age, gender, religion, colour, ethnic origin, marital status, sexual orientation or disability. In particular, the Group welcomes applications for employment from disabled persons and makes special arrangements and adjustments as necessary to ensure that disabled applicants are treated fairly when attending for interview or for pre-employment aptitude tests. Wherever possible, the opportunity is taken to retrain people who become disabled during their employment in order to maintain their employment within Viridor.
Directors
A list of all the Directors during the year can be found on this page.
None of the Directors held any direct beneficial interest in the shares of Viridor Limited during the year.
No Director has, or has had, a material interest, directly or indirectly, at any time during the year under review in any contract significant to the business of Viridor Limited.
POST BALANCE SHEET EVENTS
Dividends
On 30th June 2010, the Company paid an interim dividend of 30.64 pence per ordinary share, totalling £17,469,671.
Acquisitions and disposals
On 23 June 2010 Viridor acquired the entire issued share capital of the following subsidiaries of Reconomy (Acquisition) Limited:
Oakley Waste Management Limited
Basecall Limited
Alibone Recycling Limited
Anglia Recycling Ltd
for a combined consideration of £23.8m. The acquisition will be accounted for using the acquisition method. Provisional goodwill of £6.2m arises on acquisition. This acquisition will be accounted for in the 2010/11 financial year.
FORWARD LOOKING STATEMENTS
This business review contains forward looking statements regarding the financial position; results of operations; cash flows; dividends; financing plans; business strategies; operating efficiencies; capital and other expenditures; competitive positions; growth opportunities; plans and objectives of management; and other matters. These forward looking statements, including, without limitation, those relating to the future business prospects, revenues, working capital, liquidity, capital needs, interest costs and income in relation to Viridor Limited and its subsidiaries, wherever they occur in this business review, are necessarily based on assumptions reflecting the views of Viridor Limited and its subsidiary companies, as appropriate.
They involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward looking statements. Such forward looking statements should, therefore, be considered in light of relevant factors, including those set out in the sections entitled 'Risks and uncertainties'.
Donations
Details of charitable donations can be found in the annual report and accounts and corporate responsibility report of Pennon Group Plc. No political donations were made.
PAYMENTS TO SUPPLIERS
It is the Group's payment policy for the year ending 31 March 2011 to follow the Code of The Better Payment Practice Group on supplier payments. Information about the Code can be obtained from www.payontime.co.uk. The Company has no suppliers.
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements, in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial statements are required by law to give a true and fair view of the state of affairs of the Group and Company and of their profits and cash flows for the year.
In preparing those 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 European Union;
- prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the group will continue in business, in which case there should be supporting assumptions or qualifications as necessary.
The directors confirm that they have complied with the above requirements in preparing the financial statements.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and the group and to enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the company's website and legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO INDEPENDENT AUDITORS
- So far as each of the Directors in office at the date of the signing of the report are aware, there is no relevant audit information of which the Company's auditors are unaware, and
- each of the Directors has taken all the steps each Director ought to have taken individually as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP are deemed to be reappointed auditors of the Company in accordance with section 487 (2) of the Companies Act 2006.
PricewaterhouseCoopers LLP have indicated their willingness to continue as auditors.
By Order of the Board
K D WOODIER
Secretary
18 October 2010