47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 125
Strategic Report
Corporate Governance
Accounts
D I R E C TO R S ’ R E P O R T
The directors present their report and the audited consolidated financial statements of the Group for the 52 weeks (2024: 52 weeks) ended 25 January 2025.
Strategic Report
The Companies Act 2006 requires the directors to present a review of the business during the year to 25 January 2025 and of the position of the Group at the end of the financial year, together with a
description of the principal risks and uncertainties faced. The Strategic Report can be found on pages 1 to 63 and is incorporated by reference into this Directors’ Report.
Corporate Governance Statement
The Disclosure Guidance and Transparency Rules require certain information to be included in a corporate governance statement in the Directors’ Report. Information that fulfils the requirements of the
corporate governance statement can be found in the Corporate Governance Report on pages 66 to 80 and is incorporated by reference into this Directors’ Report.
Results and dividends
The Group’s profit after tax for the financial year ended 25 January 2025 attributable to equity shareholders amounted to £39.7m (2024: £38.5m).
An interim dividend for the current year of 3.10p (2024: 2.65p) per ordinary share was paid on 1 November 2024. In line with its progressive dividend policy, the Board has proposed a final dividend of 13.76p
(2024 final dividend: 12.40p) per ordinary share, which will be paid on 7 June 2025 if approved at the Company’s annual general meeting (‘AGM’) on 23 May 2025. The directors have taken advantage of
the exemption available under s408 of the Companies Act 2006 and have not presented an income statement for the Company. The Company’s profit for the year was £26.0m (2024: £35.3m).
Directors
The following were directors of the Company during the financial year ended 25 January 2025 and to the date of this report:
• Mark Allen OBE
• Euan Sutherland (appointed 1 May 2024)
• Stuart Lorimer
• Julie Barr
• Susan Barratt
• Zoe Howorth
• Louise Smalley
• Nick Wharton
• Roger White (resigned 30 April 2024)
• Jonathan Kemp (resigned 31 May 2024)
• David Ritchie (resigned 31 May 2024)
Subject to the Company’s Articles of Association (the ‘Articles’) and any relevant legislation, the directors may exercise all of the powers of the Company and may delegate their power and discretion
to committees. The powers of the directors to issue or repurchase ordinary shares are set by resolution at a general meeting of shareholders.
The Articles provide that the Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing Board.
Roger White resigned from the Board on 30 April 2024. Jonathan Kemp resigned from the Board with effect from conclusion of the AGM on 31 May 2024. David Ritchie also resigned from the Board with effect
from conclusion of the AGM on 31 May 2024. Euan Sutherland was appointed as a director on 1 May 2024 and was elected as a director with effect from conclusion of the AGM on 31 May 2024. The Articles
also give the directors power to appoint and remove directors. Under the terms of reference of the Nomination Committee, any appointment must be recommended by the Nomination Committee for
approval by the Board. The Articles require directors to retire and submit themselves for election at the first AGM following appointment and to retire no later than the third AGM after the AGM at which they
were last elected or re-elected. However, in order to comply with the 2024 UK Corporate Governance Code, all directors as at the date of this report will submit themselves for re-election at the 2025 AGM.
Biographical details of the Board are set out on pages 64 to 65 of this report.
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