Governance
Report of the Directors
The directors submit their Report and Accounts for the year ended 31 March 2009.
Results and dividends
The results for the year are set out in the consolidated income statement.
The directors recommend the payment of a fourth quarter dividend of 6.5 pence per share, payable on 14 August 2009 to ordinary shareholders on the register at the close of business on 10 July 2009. For shareholders who wish to reinvest this fourth quarter dividend in the Company an enhanced scrip alternative will be offered, to enable receipt of shares instead of a cash dividend. Further details have been provided with the Annual General Meeting notice circular. Details on the Company's dividends can be found on the investor section of the Company's website at www.britishland.com/investors.
Activities
The Group operates in the fields of property investment and development, finance and investment.
Business Review
The information that fulfils the requirements for a Business Review can be found in the Business Review section.
Properties
Changes in properties during the year and details of property valuations at 31 March 2009 are shown in note 11 to the financial statements.
Purchase of own shares
The Company was granted authority at the Annual General Meeting in 2008 to purchase its own shares up to a total aggregate value of 10% of the issued nominal capital. That authority expires at this year's Annual General Meeting and a resolution will be proposed for its renewal. During the year the Company made no purchases of its own shares.
Directors' interests in contracts
No contract existed during the year in relation to the Company's business in which any director was materially interested.
Directors' liability insurance and indemnity
The Company has arranged insurance cover in respect of legal action against its directors. To the extent permitted by UK law, the Company also indemnifies the directors.
Directors' responsibility statement
This is detailed in the Financial Performance section of the Business Review.
Reappointment of directors
The directors listed on the directors and officers page constituted the Board during the year, and also Sir David Michels and Stephen Hester who retired from the Board on 11 July 2008 and 15 November 2008 respectively; and Aubrey Adams and John Gildersleeve who were appointed directors on 1 September 2008 and Chris Grigg who was appointed a director on 12 January 2009. Each director retires after the third AGM after the general meeting at which he was appointed. Chris Gibson-Smith, Chris Grigg, Andrew Jones, Tim Roberts, John Gildersleeve, Aubrey Adams, Robert Swannell and Lord Turnbull offer themselves for re-election in accordance with the Articles.
Share capital
The Company has one class of ordinary share and all shares rank equally and are fully paid (25p each). There are neither restrictions on the transfer of shares nor on the size of a holding. There are no
significant agreements to which the Company is party that take effect, alter or terminate upon a change of control of the Company.
The issued share capital has been increased since 1 April 2008 by fully paid issues as follows:
| No of ordinary shares of 25p | ||
| 10 April 2008, 1 July 2008, 30 September 2008 and 7 January 2009 | Shares in lieu of directors' fees | 11,085 |
| 7 April 2008 to 2 October 2008 | On exercise of options under the Long-Term Incentive Plan | 298,675 |
| 2 April 2008 to 1 December 2008 | On exercise of options under the Sharesave Scheme | 17,206 |
| 30 July 2008 | On exercise of options under the Management Incentive Plan (Rollover Options) | 59,582 |
| 18 March 2009 | Rights Issue | 340,873,588 |
Substantial interests
As at 20 May 2009 the Company had been notified of the following major interests in its issued ordinary share capital.
| No of shares | % of issued capital | |
| Government of Singapore Investment Corporation Private Limited | 59,360,893 | 6.96 |
| Legal and General Group PLC | 35,169,478 | 4.12 |
| APG | 34,719,595 | 4.07 |
Charitable donations
£92,421 (2008: £36,010) was donated during the year to a range of charities including those connected with education, the performing arts and charities local to where the Company has property interests.
No contributions were made for political purposes (2008: £nil).
Payments policy
In the absence of dispute, amounts due to trade and other suppliers are settled as expeditiously as possible within their terms of payment. As at 31 March 2009, there were 32 (2008: 24) suppliers'
days outstanding.
Financial instruments
Details of the use by the Company and its subsidiaries of financial instruments can be found in the Financing Structure section.
Risks and their management
Principal business risks (including non-financial) are detailed in the Financial Performance section of the Business Review under the heading 'Risk Management'.
Auditors
A resolution to reappoint Deloitte LLP as the Company's auditors and a resolution concerning their remuneration will be proposed at the forthcoming Annual General Meeting.
Disclosure of information to Auditors
Each of the persons who is a director at the date of approval of
this report confirms that:
(1) so far as the director is aware, there is no relevant audit
information of which the Company's auditors are unaware; and
(2) the director has taken all the steps that he/she ought to have
taken as a director in order to make himself/herself aware of any
relevant audit information and to establish that the Company's
auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s234ZA of the Companies Act 1985.
Share Incentive Plan
All full-time and part-time employees, including executive directors, with more than 18 months' continuous service are eligible to participate in The British Land Share Incentive Plan ('SIP'), which
is approved by the Inland Revenue under the terms of the Income Tax (Earnings and Pensions) Act 2003. Under this Plan participants receive an annual grant of ordinary shares of 25p each ('Free
Shares'), and are also able to participate in a monthly purchase of ordinary shares ('Partnership Shares'), which British Land matches on a 2:1 basis ('Matching Shares'). Dividends on these shares are
re-invested as 'Dividend Shares'. Shares under this Plan are generally released to the individual after five years. In respect of their own shares held by the SIP Trustee in accordance with the Share
Incentive Plan, the Directors took up their full rights in respect of the Rights issue. 1,197 'Free Shares' were allocated to the executive directors in August 2008. The executive directors have also
purchased 743 'Partnership Shares' and been awarded 1,484 'Matching Shares' and 357 'Dividend Shares' in the year to 31 March 2009. All these shares are included in the total number of shares in
which the executive directors have a beneficial interest shown in the remuneration report.
Sharesave Scheme
Under The British Land Sharesave Scheme, executive directors and employees who have served the Company for at least 18 months may be offered options to purchase shares, tied to a savings contract, over a three or five year period. As previously noted, for the rights issue adjustment (effective 4 March 2009), the number of shares comprised in each option/award was multiplied by a factor of 1.20689; option prices were multiplied by a factor of 0.82857; and fractions of ordinary shares were disregarded. Options are held by approximately 235 employees and executive directors to purchase 220,754 fully paid shares (including the rights issue adjustment) at adjusted option prices of 391.09p, 536.92p, 580.83p, 666.18p, 834.38p, 1,024.12p, 929.66p and 517.03p, and normally exercisable during certain six month periods between 1 March 2009 and 1 September 2013. The options held by directors under this scheme
are shown in the remuneration report section.
Performance Share Schemes
Details of the current Performance Share Plans in operation (Long-Term Incentive Plan, Fund Managers' Performance Plan and Matching Share Plan) can be found in the remuneration report. From time to time the British Land Share Ownership Plan, a discretionary trust which facilitates the operation of the Performance Share Schemes, holds shares to satisfy potential entitlements under these schemes. Voting on these shares is at the discretion of the Trustee.
Employment policy
The Group places emphasis on employee involvement and keeps employees informed through formal and informal briefings. The Company has well established all-employee share schemes which are described above.
In the United Kingdom separate pension fund reports are made available to members.
The Company maintains a policy of employing the best candidates available in every position, regardless of gender, ethnic group or background.
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicants concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Health and safety
The Board is committed to achieving the highest standards of care in its attention to health, safety and fire prevention. The Board requires safe working practices to ensure that employees, tenants and the general public are not harmed by the Company's activities.
Annual General Meeting The Annual General Meeting of The British Land Company PLC will be held at The Ocean Room, The Cumberland Hotel, Great Cumberland Place, London W1A 4RF on Friday 10 July 2009, at 11.00 am.
This report was approved by the Board on 20 May 2009.
Anthony Braine
Secretary