You can find a review of the development of the Group's business activities and their performance, including an indication of likely future developments, in the Chairman's Statement, Group Chief Executive's review and the Group Finance director's review.
Final Dividends
Final dividends for the year ended
31st December 2005 of 17.4p per ordinary share and 10p per staff share have been approved by the Directors. The final dividends will be paid on 28th April 2006 in respect of the ordinary shares registered at the close of business on 3rd March 2006 and in respect
of the staff shares so registered on
31st December 2005.
Directors
You can find biographical details of the members of the Board in the Board and Group Executive Committee. Details of the Directors' remuneration for 2005 are given in the Summary remuneration report.
There were a number of changes to the Board during the year. Robert E Diamond Jr was appointed as an executive Director with effect from 1st June 2005. Robert Steel and John Sunderland were appointed as non-executive Directors with effect from 1st June 2005. Dr Danie Cronjé was appointed as a non-executive Director with effect from 1st September 2005. Fulvio Conti will join the Board as a non-executive Director with effect from 1st April 2006. Dr Jürgen Zech retired from the Board on 28th April 2005 and Roger Davis left the Board on 8th December 2005.
Retirement and Re-election of Directors
In accordance with our Articles of Association, one-third (rounded down) of the Directors must retire by rotation at each Annual General Meeting (AGM), along with any Directors appointed by the Board since the last AGM. The retiring Directors are eligible to seek re-election.
Fulvio Conti, Dr Danie Cronjé, Robert E Diamond Jr, Robert Steel and John Sunderland, who have each been appointed as Directors since the last AGM, are seeking re-election. Professor Dame Sandra Dawson, Sir Richard Broadbent, Gary Hoffman and Naguib Kheraj are retiring by rotation at the 2006 AGM and are seeking re-election. Sir Nigel Rudd retires in accordance with the recommendations of the Combined Code on Corporate Governance. He is also seeking re-election at the 2006 AGM. Sir David Arculus is retiring at the AGM, after serving on the Board for over nine years, and is not seeking re-election.
Independent Auditors' Report
The independent auditors' report on the full annual accounts of the Group for the year ended 31st December 2005 was unqualified and did not contain a statement under either Section 237 (2) (accounting records or
returns inadequate or accounts not agreeing with records and returns) or Section 237 (3) (failure to obtain necessary information and explanations) of the Companies Act 1985.
Lawrence Dickinson
Company Secretary
9th March 2006
