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The Directors present their Annual Report and the Audited Financial Statements for the year ended 31 January 2000.
Principal Activity
The principal activity of the Company is the recruitment of specialist Information Technology personnel in the United Kingdom and Continental Europe.
Results
The Company made a profit (after exceptional item) before tax for the year of £4,958,000 (1999: £8,088,000). After provision for tax of £1,523,000 (1999: £2,678,000) and dividends paid and proposed of £2,551,000 (1999: £2,547,000), profit retained for the financial year amounts to £884,000 (1999: £2,863,000) and is transferred to reserves.
Exceptional item
Included in the profit before tax is an exceptional charge of £1,582,000 (1999: £3,485,000) which is largely attributable to restructuring costs.
Dividends
An interim dividend of 4.2p (1999: 4.2p) was paid on 31 October 1999. The Directors propose a final dividend of 8.3p (1999: 8.3p) making a total of 12.5p per share for the year (1999: 12.5p).
Substantial Shareholdings
In accordance with Part VI of the Companies Act 1985, the Board advises the following shareholdings (excluding Directors) which are 3% or greater as at 1 April 2000.
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Number of Ordinary Shares
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Percentage
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RBSTB Nominees Limited
BNY GIL Nominees Limited
HSBC Nominees (UK) Limited
MSB Incentive Scheme Trustee Limited
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2,551,349
929,005
731,400
617,500
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12.5%
4.55%
3.58%
3.03%
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Annual General Meeting
The AGM will be held at 10am on 26 May 2000 at 25 Copthall Avenue, London, EC2R 7DR, the offices of the Company's financial advisers, Robert Fleming & Co. Limited. For more information please see Notice of AGM section.
Equal Opportunity
MSB International PLC endorses and supports the principles of equal opportunities and always fully considers applications by disabled persons. It is the policy of the Company to consider individuals on their merit and to enter employment decisions on a non-discriminatory basis in compliance with legal obligations.
All employees at every level are encouraged to develop their skills and qualifications. A variety of internal and external courses are available to employees.
Incentivisation of employees continues to be vital to the Company. Senior sales staff are entitled to participate in both the Executive Share Incentive Scheme and other bonus arrangements.
Payment Policy for Suppliers
It is the Company’s policy to pay its suppliers in accordance with the terms and conditions of business agreed in each case. The overwhelming majority of the Company’s payments to suppliers are payments to contractors which are made on a weekly basis, on receipt of a timesheet authorised by our client. The average number of days credit taken from suppliers is 7 (1999: 18).
Charitable and Political donations
During the year the company made charitable donations totalling £19,131. No political donations were made.
Directors
Since the last Annual General Meeting, Michael G Harrison resigned as a Director on 16 December 1999, Alan A Preston was appointed as a Director on 30 July 1999 and subsequently resigned on 31 January 2000 and David A Sugden resigned as a Director on 27 March 2000. The listing of present directors is given in the Meet the Board section.
Interest in shares:-
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Interest in Shares
of the Company
as at 31 Jan 2000
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Interest in Shares
of the Company
as at 31 Jan 1999
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Number of Shares
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Number of Shares
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Executives
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Peter P Flaherty
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3,525,213
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3,525,213
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Peter J Browne
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2,225,600
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2,225,600
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Andrew M Zielinski
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–
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–
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Non-Executives
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Robert H Gunlack
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25,276
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20,000
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Nicholas J A Parker
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1,173,676
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1,318,400
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Charles G Toner (appointed 1 April 1999)
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2,849
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–
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Details of the Directors' options can be found in the report of the Remuneration Committee in the Directors’ Reports section. There have been no changes to Directors' interests between 31 January 2000 and the date of this report. A short biographical note on each of the Directors can be found in the Meet the Board section. A statement on the Company's compliance with the Combined Code of Best Practice can be found in the Corporate Governance section.
Since the year end John A Bateman has been appointed as a Director with effect from 3 March 2000 and as Chairman with effect from 27 March 2000. Having been appointed since the last Annual General Meeting, John A Bateman retires. Robert H Gunlack also retires by rotation. Both Directors, being eligible, will seek re-election at the forthcoming Annual General Meeting.
Auditors
The auditors, PricewaterhouseCoopers, have indicated their willingness to continue in office, and a resolution to re-appoint them will be put to the members at the Annual General Meeting.
By order of the Board
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Ian J Naylor
Secretary
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4 April 2000
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