The Board and management of DCC is committed to maintaining the highest standards of corporate governance. This
statement describes DCC's governance principles and practices and details the Group's risk management, internal control
and compliance systems.
This statement also describes how DCC has applied the principles set out in the 2010 UK Corporate Governance Code ('the 2010 Code'), which was issued by the UK's Financial Reporting Council ('FRC') in June 2010 and a new Irish code of practice, the Irish Corporate Governance Annex ('the Irish Annex'), which was issued by the Irish Stock Exchange in December 2010. A copy of the 2010 Code can be obtained from the Financial Reporting Council's website, www.frc.org.uk. The Irish Annex is available on the Irish Stock Exchange's website, www.ise.ie.
The Board of Directors
The Board of DCC is collectively responsible for the long term success of the Group. Its role is essentially threefold - to provide leadership, to oversee management and to ensure that the Company provides its stakeholders with a balanced and understandable assessment of the Group's current position and prospects.
The Board's leadership responsibilities involve working with management to set corporate values and to develop strategy, including deciding which risks it is prepared to take in pursuing its strategic objectives. Its oversight responsibilities involve it in providing constructive challenge to the management team in relation to operational aspects of the business, including approval of budgets, and probing whether risk management and internal controls are sound. Its responsibility to ensure that accurate, timely and understandable information is provided about the Group is not only focused on the contents of the Annual Report, the Interim Report at the half year and other statements, for instance in the context of the Annual General Meeting, but also in deciding whether it is appropriate at any given time to make a statement to the market, as well as in communications with regulators or in respect of other statutory obligations.
The Board has delegated responsibility for management of the Group to the Chief Executive and his executive management team. The main areas where decisions remain with the Board include approval of the annual strategy statement, the financial statements, budgets (including capital expenditure), acquisitions and dividends. The Board is also responsible for setting the Group's risk management policy and risk appetite.
The Board has delegated some of its responsibilities to Committees of the Board, whose activities are described under 'Board Committees'. The Board receives reports at its meetings from the chairmen of each of the Committees on their current activities.
A clear division of responsibility exists between the Chairman, who is non-executive, and the Chief Executive. It is set out in writing and has been approved by the Board.
There is an established procedure for Directors to take independent professional advice in the furtherance of their duties, if they consider this necessary.
The Chairman's primary responsibility is to lead the Board, to ensure that it has a common purpose, is effective as a group and at individual Director level and that it upholds and promotes high standards of integrity, probity and corporate governance.
The Chairman is the link between the Board and the Company. He is specifically responsible for establishing and maintaining an effective working relationship with the Chief Executive, for ensuring effective and appropriate communications with shareholders and for ensuring that members of the Board develop and maintain an understanding of the views of shareholders. The latter responsibility was given increased emphasis in the 2010 Code.
Before the beginning of the financial year, having consulted with the other Directors and the Company Secretary, the Chairman sets a schedule of Board and Committee meetings to be held in the following twelve months, which includes the key agenda items for each meeting. Further details on these agenda items are outlined under "Board Meetings" below.
Deputy Chairman and Senior Independent Director
The duties of the Deputy Chairman (who is also the Senior Independent Director) are set out in writing and formally approved by the Board. The Deputy Chairman chairs meetings of the Board if the Chairman is unavailable or is conflicted in relation to any agenda item. He also leads the annual Board review of the performance of the Chairman.
The Senior Independent Director is available to shareholders who may have concerns that cannot be addressed through the Chairman or Chief Executive.
The Company Secretary's responsibilities include ensuring that Board procedures are followed, assisting the Chairman in relation to corporate governance matters and ensuring compliance by the Company with its legal and regulatory requirements.
Membership and Composition
The Board currently consists of three executive and seven non-executive Directors. The composition of the Board and the principal Board Committees and brief biographies of the Directors, which highlight the range of experience they bring to the Board table, are set out here.
The Board, with the assistance of the Nomination and Governance Committee, keeps Board composition under review to ensure that it includes the necessary mix of relevant skills and experience required to perform its role.
The Board is satisfied that it has the appropriate mix of skills, knowledge and experience, from a wide range of industries, regions and backgrounds, necessary to address the major challenges for the Company. In that regard, significant new and relevant experience has been added in the period since the end of 2008.
The Board is satisfied that its size is right. There is a clear majority of non-executive Directors and of independent non-executive Directors. The Chairman devotes a significant amount of time to ensuring that, when the retirement date for an existing nonexecutive Director is approaching, suitable replacement candidates are available.
A key criterion in appointing new Board members is to increase diversity in the DCC boardroom and in particular to increase the number of female Directors. As there is not a case for increasing the overall size of the Board, the aim is to achieve this by prioritising the appointment of suitable female candidates whenever a Board vacancy arises. This is the approach being adopted at present as the current Chairman of the Audit Committee is due to retire during the year to 31 March 2013. At the same time, the Board's renewal agenda also includes the continuing objective of increasing the number of Directors with substantial direct senior experience in U.K. and/or Continental European businesses, in line with the fact that over 85% of DCC's profits come from these geographies. The combination of these criteria poses a significant challenge as many FTSE 100 and FTSE 250 companies are also seeking to appoint similar candidates.
The process for making new appointments to the Board, which is detailed below, has been in place since 2009.
The Nomination and Governance Committee formally agrees criteria for new non-executive director appointments, including experience of the industry sectors and geographies in which the Group operates, professional background, nationality and gender. An international professional search firm is employed to carry out a wide ranging, international search. At least two members of the Nomination and Governance Committee formally interview prospective candidates to arrive at a short list, which is reviewed by the Committee. Before any preferred candidate is proposed to the Board, he/she will have been met by each Director individually. If any Director has reservations about a candidate, the matter is reviewed again by the Committee with a view to deciding if an alternative should be found. When an agreed candidate is identified, a formal proposal is put to the Board.
In relation to the appointment of executive directors, following discussion and agreement between the Chairman and Chief Executive, a proposal from the Chief Executive is put to the Nomination and Governance Committee, which may decide formally to interview the proposed candidate, before making a recommendation to the Board.
Following appointment by the Board, all Directors are, in accordance with the Articles of Association, subject to re-election at the next Annual General Meeting. Since 2008, the Board has adopted the practice that all Directors will submit to re-election at each Annual General Meeting.
The expectation is that non-executive Directors would serve for a term of six years and may also be invited to serve an additional period thereafter, generally not extending beyond nine years in total. After three years' service, and again after six years' service, each non-executive Director's performance is reviewed by the Nomination and Governance Committee, with a view to recommending to the Board whether a further period of service is recommended, subject to the usual annual approval by shareholders at the Annual General Meeting.
The terms and conditions of appointment of non-executive Directors are set out in their letters of appointment, which are available for inspection at the Company's registered office during normal office hours and at the Annual General Meeting of the Company.
Training and Development
New Directors undertake a rigorous induction process which includes a series of meetings with Group and divisional management, detailed divisional presentations and visits to key subsidiary locations.
The Chairman invites external experts to attend certain Board meetings to address the Board on developments in corporate governance, risk management and executive remuneration and on relevant industry and sectoral matters.
The Chairman and Company Secretary review Directors' training needs, in conjunction with individual Directors, and match those needs with appropriate external seminars. The Chairman also discusses individual training and development requirements for each Director as part of the annual evaluation process.
Non-executive Directors are expected to meet individually during the year, outside of Board meetings, with members of senior management throughout the Group and to visit a number of subsidiaries to familiarise themselves with the business in more detail than is possible during Board meetings.
All Directors are encouraged to avail of opportunities to hear the views of and meet with the Group's shareholders and analysts. The section on "Relations with Shareholders" below gives further information on opportunities for Directors to meet with the Group's shareholders.
The Board has carried out its annual evaluation of the independence of each of its non-executive Directors, taking account of the relevant provisions of the 2010 Code, namely whether the Directors are independent in character and judgment and free from relationships or circumstances which are likely to affect, or could appear to affect, the Directors' judgment. Each of the current nonexecutive Directors fulfilled the independence requirements of the 2010 Code.
Michael Buckley has been Chairman of the Company since May 2008. On his appointment as Chairman, Mr Buckley met the independence criteria as set out in the Code. Thereafter, as noted in the Code, the test of independence is not appropriate in relation to the Chairman.
While Mr Buckley holds several other directorships outside of the DCC Group, the Board considers that these do not interfere with the discharge of his duties to DCC.
The Board holds eight scheduled meetings each year and additional meetings are held on specific issues as necessary. There is regular contact as required between meetings in order to progress the Group's business. Before the beginning of the financial year, having consulted with the other Directors and the Company Secretary, the Chairman sets a schedule of Board and Committee meetings to be held in the following calendar year, which includes the key agenda items for each meeting.
The key recurrent Board agenda themes are divided into normal business (which includes budgets, financial statements, acquisitions, investor relations, human resources and governance, risk and compliance) and developmental issues, (which include strategy, sectoral and divisional reviews, succession planning and Directors' education). Strategy and three-year planning are the subject of a two-day Board meeting each December.
The Board schedule includes a significant succession planning item once a year. Against a template agreed by the Chief Executive and the Nomination and Governance Committee, the Chief Executive brings a detailed plan for review by that Committee. At an immediately subsequent Board meeting the plan is presented to the Board, discussed and approved.
Each year, a number of the Board meetings are held at subsidiary locations, particularly in the UK, which allows Directors to meet with the subsidiary management teams.
The non-executive Directors meet a number of times each year without executives being present.
During the year ended 31 March 2012, the Board held ten meetings. Individual attendance at these meetings is set out in the table below.
Details of remuneration paid to the Directors are set out in the Report on Directors' Remuneration and Interests. It has been the Company's practice since 2009 to put the Report to an advisory, non-binding shareholder vote at the Annual General Meeting.
Share Ownership and Dealing
Details of the Directors' interests in DCC shares are set out in the Directors' Remuneration and Interests.
During the year, the Board adopted a revised DCC Share Dealing Policy which applies to dealings in DCC shares by the Directors and Company Secretary of DCC, directors of all Group companies and all DCC Head Office employees. The revised Policy incorporated the Company's existing rules on share dealing and is based on the Model Code, as set out in the Listing Rules of the Irish Stock Exchange and the UK Listing Authority. Under the Policy, directors and relevant executives are required to obtain clearance from the Chairman or Chief Executive before dealing in DCC shares and are prohibited from dealing in the shares during prohibited periods as defined by the Listing Rules.
The revised Policy introduces the concept of 'preferred periods' for share dealing by Directors and relevant executives, being the four 21 day periods following the updating of the market on the Group's trading position through the preliminary results announcement in May, the Interim Management Statement in July (at the Annual General Meeting), the interim results announcement in November and the Interim Management Statement in January/February.
The principal Committees of the Board are the Audit Committee, the Nomination and Governance Committee and the
The Audit Committee comprises three independent non-executive Directors, Bernard Somers (Chairman), Kevin Melia and John Moloney. All of the Committee's members have recent and relevant financial and business experience arising from the senior positions they hold or held in other organisations as can be seen from the Directors' biographical details here.
The Committee met seven times during the year ended 31 March 2012. Individual attendance at these meetings is set out in the table below. The Chief Executive, Chief Financial Officer, Head of Enterprise Risk Management, Head of Internal Audit, other Directors and executives and representatives of the external auditors may be invited to attend all or part of any meeting. The Committee also meets separately a number of times each year with the external auditors and with the Head of Internal Audit, without other executive management being present.
The role and responsibilities of the Audit Committee are set out in its written terms of reference, which are reviewed annually and are available on the Company's website www.dcc.ie. They include:
- monitoring the integrity of the financial statements of the Company and any formal announcements relating to the Company's financial performance and reviewing significant financial reporting judgments contained in them;
- reviewing the half-year and annual financial statements before submission to the Board;
- considering and making recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditors;
- approving the terms of engagement of the external auditors;
- approving the remuneration of the external auditors, whether fees for audit or non-audit services, and ensuring that the level of fees is appropriate to enable an adequate audit to be conducted;
- assessing annually the independence and objectivity of the external auditors and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements and the relationship with the external auditors as a whole, including the provision of any non-audit services;
- reviewing the operation and the effectiveness of the Group Internal Audit function;
- reviewing the Group's risk management and internal control systems and making recommendations to the Board thereon;
- reporting to the Board on its annual assessment of the operation of the Group's system of risk management and internal control and reviewing the Company's statements on risk management and internal control prior to endorsement by the Board; and
- reviewing the Group's arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and ensuring that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.
These responsibilities of the Committee are discharged as detailed below.
The Committee reviews the interim and annual reports as well as any formal announcements relating to the financial statements before submission to the Board. The review focuses in particular on any changes in accounting policy and practices, major judgmental areas and compliance with stock exchange, legal and regulatory requirements. The Committee reviews the external audit plan in advance of the audit and meets with the external auditors to review the findings from the audit of the financial statements.
The Committee has a process in place to ensure that the independence of the audit is not compromised, which includes monitoring the nature and extent of services provided by the external auditors through its annual review of fees paid to the external auditors for audit and non-audit work, seeking confirmation from the external auditors that in their professional judgment they are independent from the Group and providing that the Chief Executive will consult with the Chairman of the Audit Committee prior to the appointment to a senior financial reporting position, to a senior management role or to a Company officer role of any employee or former employee of the external auditor, where such a person was a member of the external audit team in the previous two years.
The Committee has approved a policy on the engagement of the external auditors to provide non-audit services, which provides that the external auditor is permitted to provide non-audit services that are not, or are not perceived to be, in conflict with auditor independence, providing they have the skill, competence and integrity to carry out the work and are considered to be the most appropriate to undertake such work in the best interests of the DCC Group. The policy also provides that the aggregate of non-audit fees paid to the external auditor must not exceed 50% of annual audit fees.
Details of the amounts paid to the external auditors during the year for audit and other services are set out in note 6.
The Committee makes recommendations to the Board in relation to the appointment of the external auditor. During the year, the Committee engaged in a formal tender process for the external audit of the Group's financial statements with effect from the year ended 31 March 2012. Following the conclusion of this process, the Board approved the re-appointment of PricewaterhouseCoopers as auditors to the Company.
The Committee receives regular reports from the Group Internal Audit, Group Environmental, Health and Safety and Group Compliance functions, which include summaries of the key findings of each audit in the period and the planned work programme. On an ongoing basis the Committee ensures that these functions are adequately resourced and have appropriate standing within the Group. The Committee ensures co-ordination between Group Internal Audit and the external auditors.
The Committee conducts, on behalf of the Board, an annual assessment of the operation of the Group's system of risk management and internal control based on a detailed review carried out by Group Internal Audit. The results of this assessment are reviewed by the Committee and are reported to the Board. Further details in relation to the Committee's work in this area are set out under 'Risk Management and Internal Control' below.
Risk Management and Internal Control
The Board is responsible for the Group's system of risk management and internal control and has delegated responsibility for the ongoing monitoring of its effectiveness to the Audit Committee. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable and not absolute assurance against material misstatement or loss.
In accordance with the revised FRC guidance for directors on internal control published in October 2005, 'Internal Control: Revised Guidance for Directors on the Combined Code', the Board confirms that there is an ongoing process for identifying, evaluating and managing any significant risks faced by the Group, that it has been in place for the year under review and up to the date of approval of the financial statements and that this process is regularly reviewed by the Board. The key risk management and internal control procedures, which are supported by detailed controls and processes, include:
- skilled and experienced Group and divisional management;
- an organisation structure with clearly defined lines of authority and accountability;
- a comprehensive system of financial reporting involving budgeting, monthly reporting and variance analysis;
- the operation of approved risk management policies (including treasury and IT);
- a Risk Committee, comprising senior Group management, whose main role is to keep under review and report to the Audit Committee on the principal risks facing the Group, the controls in place to manage those risks and the monitoring procedures;
- independent Group Internal Audit, Group Environmental, Health and Safety and Group Compliance functions; and
- a formally constituted Audit Committee.
The consolidated financial statements are prepared subject to the oversight and control of the Group Chief Financial Officer, ensuring
correct data is captured from Group locations and all required information for disclosure in the consolidated financial statements is
provided. A control framework has been put in place around the recording of appropriate eliminations and other adjustments. The
consolidated financial statements are reviewed by the Audit Committee and approved by the Board of Directors.
The Board has reviewed the results of an annual assessment, conducted by the Audit Committee, of the operation of the Group's system of risk management and internal control up to and including the date of approval of the financial statements. This assessment was based on a detailed review carried out by Group Internal Audit. Where areas for improvement have been identified the necessary actions in respect of the relevant control procedures have been or are being taken. This review took account of the principal business risks facing the Group, the controls in place to manage those risks (including financial, operational and compliance controls) and the procedures in place to monitor them.
Review of Risk Management Structures
During the year, a review of the structures, processes and resources in place to manage risk in the DCC Group was carried out with the objective of ensuring that these meet the highest standards while being appropriate to DCC's structure and business model. This review included an external assessment by Ernst & Young against their internal risk management model and best practice in FTSE 250 companies. Following the review, a number of changes to the risk management framework were agreed with the Board including:
- Enhancing the top down governance structures including an increased focus on risk management at the Board and Audit Committee meetings;
- Developing a Group Risk Management Policy and a Risk Appetite Statement which have been approved by the Board;
- Re-modelling the Group risk register, which is focussed on the key risks across the Group, and developing an Integrated Assurance Report;
- Enhancing reporting from assurance providers to the Audit Committee and from the Audit Committee to the Board; and
- Enhancing the operation of the Risk Committee.
Review of Compliance Structures
During the year, the Board completed a review of the structures in place to ensure compliance by the Group's subsidiaries with applicable laws and regulations in the countries in which they operate. Following this review, additional resources have been put in place at Group and divisional level, including the appointment of a Head of Group Compliance, who reports to the Group Secretary and to the Audit Committee.
Nomination and Governance Committee
The Nomination and Governance Committee comprises Michael Buckley (Chairman) and three independent non-executive Directors, Róisín Brennan, David Byrne and Leslie Van De Walle. The Committee met four times during the year ended 31 March 2012. Individual attendance at these meetings is set out in the table below.
The role and responsibilities of the Nomination and Governance Committee are set out in its written terms of reference, which are reviewed annually, and are available on the Company's website www.dcc.ie. The principal responsibilities of the Committee in relation to the composition of the Board are to keep Board renewal, structure, size and composition under constant review, including the skills, knowledge and experience required, taking account of the Group's businesses, strategic direction and diversity objectives. The Committee also actively manages the open and transparent process for appointment of new Directors as outlined under 'Appointment' above.
The Committee has particular regard to the leadership needs of the organisation and gives full consideration to succession planning for Directors and senior management, in particular the Chairman and Chief Executive, taking into account the challenges and opportunities facing the Group and the skills and expertise required.
The Committee's duties in relation to corporate governance include advising the Board of significant developments in the law and practice of corporate governance, monitoring the Company's compliance with corporate governance best practice and with applicable legal, regulatory and listing requirements and the review and approval of the Corporate Governance statement and any other material information being made public in respect of the Company's corporate governance.
The Remuneration Committee comprises three independent non-executive Directors, Leslie Van De Walle (Chairman), Róisín Brennan and David Byrne, and the Chairman of the Board, Michael Buckley. The members of the Committee have relevant financial and business experience, including in the area of executive remuneration.
The Committee met six times during the year ended 31 March 2012. Individual attendance at these meetings is set out in the table below.
The role and responsibilities of the Remuneration Committee are set out in its written terms of reference, which are reviewed annually, and are available on the Company's website www.dcc.ie. The Committee is responsible for determining the policy for the remuneration of the Chief Executive, the other executive Directors and certain senior Group executives. In this regard the Committee gives full consideration to legal and regulatory requirements, to the principles and provisions of the UK Corporate Governance Code and to related guidance. The Committee also ensures that risk is properly considered in the setting of remuneration policy, by ensuring that targets are appropriately stretched but do not lead to the taking of excessive risk.
The Committee determines the remuneration packages of the Chairman, the Chief Executive, the other executive Directors and certain senior Group executives, including salary, bonuses, pension rights and compensation payments.
The Remuneration Committee consults with the Chief Executive on remuneration for the other executive Directors and for senior Group executives.
The Remuneration Committee maintains regular access to independent professional advice to keep up to date with market best practice and remuneration trends.
Details of the activities of the Remuneration Committee during the year are set out in the Report on Directors' Remuneration and Interests.
Attendance at Board and Committee meetings during the year ended 31 March 2012:
|Leslie Van De Walle2||10||10||-||-||3||3||6||6|
|Column A indicates the number of meetings held during the period the Director was a member of the Board and/or Committee.|
|Column B indicates the number of meetings attended during the period the Director was a member of the Board and/or Committee.|
|Note 1 Retired on 5 April 2011|
|Note 2 Appointed to Nomination and Governance Committee on 5 April 2011|
The Board conducts an annual evaluation of its own performance, that of each of its principal committees, the Audit, Nomination and
Governance and Remuneration Committees, and that of individual Directors.
This year, the entire performance evaluation process was externally defined and conducted by Towers Watson in accordance with Provision B.6.2 of the UK Corporate Governance Code. Towers Watson also act as remuneration consultants to the Company.
The process covered a variety of aspects associated with board effectiveness, including the composition of the Board, the content and running of Board and Committee meetings, corporate governance, risk and crisis management, succession planning and the Directors' continuing education process.
The process commenced with a questionnaire being circulated to all Directors by Towers Watson. The questionnaire was designed to obtain Directors' comments regarding the performance of the Board including any recommendations for improvement. Completed questionnaires were returned directly to Towers Watson who held brief follow up discussions with each of the Directors individually to clarify any points raised in the questionnaire.
Towers Watson then prepared two separate summary reports of matters raised during the questionnaire and follow up telephone call phases, one for the Chairman comprising a summary of individual Directors' self-assessment and training needs to support his discussion with each Director in respect of their own performance and a second report for the Senior Independent Director to assist in the evaluation of the Chairman.
With the assistance of the Towers Watson report, the Chairman, on behalf of the Board, conducted evaluations of performance individually with each of the non-executive and the executive Directors and also enquired if they had any views they wished to express on the performance of any other Director.
With the assistance of the Towers Watson report, the Senior Independent Director conducted an evaluation of performance of the Chairman by firstly speaking with each of the Directors individually and then meeting with the non-executive Directors, without the Chairman present, to formally evaluate the Chairman's performance, having taken into account the views of the executive Directors.
The non-executive Directors also evaluated the performance of each executive Director.
Finally, Towers Watson prepared summary reports on the performance of the Board, of the three Committees and of the Chairman. Each Board Committee, with the participation of the Towers Watson representative, considered the summary report as part of its annual review of its own performance and terms of reference and recommended any changes it considered necessary to the Board for approval.
During the Board meeting in April, and with the participation of the Towers Watson representative, the non-executive Directors, led by the Senior Independent Director, concluded on the performance evaluation of the Chairman.
The Board then considered the Towers Watson report on its own performance and formally concluded on its own performance, on the performance of its Committees and on the performance of individual Directors.
The main conclusion from the evaluation process was that the Board, its Committees and individual Directors are performing well. Many of the areas identified as excellent in the assessment were further supported by comments and examples from Board members, both during the assessment and in the follow up discussions. Comparative analysis was conducted where the same questions were asked of Board members to identify trends and it was noted that progress had been made during the year since the 2011 process. The process in respect of the year under review was concluded at the May 2012 Board meeting, with a number of next steps being agreed, with particular reference to succession planning, crisis management, Directors' continuing education and Board meeting format and agenda items.
Relations with Shareholders
DCC recognises the importance of communications with shareholders. Presentations are made to both existing and prospective
institutional shareholders, principally after the release of the interim and annual results. DCC issues an Interim Management Statement
twice yearly, typically in January/February and July. Major acquisitions are also notified to the market and the Company's website
www.dcc.ie, provides the full text of all press releases. The website also contains annual and interim reports and incorporates audio
and slide show investor presentations.
The Board is kept informed of the views of shareholders through the executive Directors' attendance at investor presentations and results presentations. Furthermore, relevant feedback from such meetings, investor relations reports and brokers notes are provided to the entire Board on a regular basis. The Chairman and the Senior Independent Director are available to communicate directly with shareholders on any specific issue on which discussion is required. If major shareholders request meetings with new nonexecutive Directors, this is also facilitated. If any of the non-executive Directors wishes to attend meetings with major shareholders, arrangements are made accordingly.
During the year, an Investor Day took place in London which was attended by the Chairman, the Senior Independent Director and Róisín Brennan. Most of DCC's top shareholders as well as various brokers, analysts and fund managers were present at this Investor Day.
Business Conduct Guidelines
DCC's Business Conduct Guidelines were first issued in 2011. The Guidelines set out the Group's commitment to the highest standards of integrity and honesty. They have been circulated to employees across the Group and are also available on the Company's website www.dcc.ie.
The Company's Annual General Meeting ('AGM') affords shareholders the opportunity to question the Chairman and the Board.
The chairmen of the Audit, Nomination and Governance and Remuneration Committees are also available to answer questions at
the AGM. The Chief Executive presents at the AGM on the Group's business and its performance during the prior year and answers
questions from shareholders.
Notice of the AGM, the Form of Proxy and the Annual Report are sent to shareholders at least 20 working days before the Meeting. At the Meeting, resolutions are voted on by a show of hands of those shareholders attending, in person or by proxy. After each resolution has been dealt with, details are given of the level of proxy votes cast on each resolution and the numbers for, against and withheld.
If validly requested, resolutions can be voted by way of a poll. In a poll, the votes of shareholders present and voting at the Meeting are added to the proxy votes received in advance of the Meeting and the total number of votes for, against and withheld for each resolution are announced.
All other general meetings are called Extraordinary General Meetings ('EGM'). An EGM called for the passing of a special resolution must be called by at least twenty one clear days' notice. Provided shareholders have passed a special resolution to that effect at the immediately preceding AGM and the Company continues to allow shareholders to vote by electronic means, an EGM to consider an ordinary resolution may be called at fourteen clear days' notice.
A quorum for an AGM or an EGM of the Company is constituted by three shareholders, present in person, by proxy or by a duly authorised representative in the case of a corporate member. The passing of resolutions at a general meeting, other than special resolutions, requires a simple majority. To be passed, a special resolution requires a majority of at least 75% of the votes cast.
Shareholders have the right to attend, speak, ask questions and vote at general meetings. In accordance with Irish company law, the Company specifies record dates for general meetings, by which date shareholders must be registered in the Register of Members of the Company to be entitled to attend. Record dates are specified in the notes to the Notice convening the meeting.
Shareholders may exercise their right to vote by appointing a proxy/proxies, by electronic means or in writing, to vote some or all of their shares. The requirements for the receipt of valid proxy forms are set out in the notes to the Notice convening the meeting.
A shareholder or a group of shareholders, holding at least 5% of the issued share capital of the Company, has the right to requisition a general meeting. A shareholder or a group of shareholders, holding at least 3% of the issued share capital, has the right to put an item on the agenda of an AGM or to table a draft resolution for an item on the agenda of a general meeting.
The 2012 AGM will be held at 11 a.m. on 20 July 2012 at The Four Seasons Hotel, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland.
Memorandum and Articles of Association
The Company's Memorandum and Articles of Association sets out the objects and powers of the Company. The Articles of Association
detail the rights attaching to shares, the method by which the Company's shares can be purchased or re-issued, the provisions which
apply to the holding of and voting at general meetings and the rules relating to the Directors, including their appointment, retirement,
re-election, duties and powers.
The Company's Articles of Association may be amended by a special resolution passed by the shareholders at an annual or extraordinary general meeting of the Company.
A copy of the Memorandum and Articles of Association can be obtained from the Company's website www.dcc.ie.
Report of the Directors
For the purposes of the European Communities (Directive 2006/46/EC) Regulations 2009, details of substantial shareholdings in the Company and details in relation to the purchase of the Company's own shares are set out in the Report of the Directors.
The Company's business activities, together with the factors likely to affect its future development, performance and position are set
out in the Chief Executive's Review.
The financial position of the Company, its cash flows, liquidity position and borrowing facilities are described in the Financial Review. In addition, note 47 to the financial statements include the Company's objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit risk and liquidity risk.
The Company has considerable financial resources and a broad spread of businesses with a large number of customers and suppliers across different geographic areas and industries. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully.
The Directors have a reasonable expectation that the Company, and the Group as a whole, have adequate resources to continue in operational existence for
DCC has complied, throughout the year ended 31 March 2012, with the provisions set out in 2010 Code and the Irish Annex.
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Michael Buckley, Tommy Breen
14 May 2012