REPORT OF THE DIRECTORS

The Directors of DCC plc present their report and the audited financial statements for the year ended 31 March 2012.

Results and Review of Activities

Revenue for the year amounted to €10,690.3 million (2011: €8,680.6 million). The profit for the year attributable to owners of the Parent amounted to €102.4 million (2011: €145.1 million). Adjusted earnings per share amounted to 163.51 cent (2011: 203.15 cent). Further details of the results for the year are set out in the Group Income Statement.

The Chairman's Statement, the Chief Executive's Review, the Operating Reviews and the Financial Review contain a review of the development and performance of the Group's business during the year, of the state of affairs of the business at 31 March 2012, of recent events and of likely future developments. Information in respect of events since the year end as required by the Companies (Amendment) Act, 1986 is included in these sections and in note 49.

Dividends

An interim dividend of 27.42 cent per share, amounting to €22.90 million, was paid on 2 December 2011. The Directors recommend the payment of a final dividend of 50.47 cent per share, amounting to €42.16 million. Subject to shareholders' approval at the Annual General Meeting on 20 July 2012, this dividend will be paid on 26 July 2012 to shareholders on the register on 25 May 2012. The total dividend for the year ended 31 March 2012 amounts to 77.89 cent per share, a total of €65.06 million. This represents an increase of 5% on the prior year's total dividend per share.

The profit attributable to owners of the Parent, which has been transferred to reserves, and the dividends paid during the year ended 31 March 2012 are shown in note 40.

Share Capital and Treasury Shares

DCC's authorised share capital is 152,368,568 ordinary shares of €0.25 each, of which 83,528,497 shares (excluding treasury shares) and 4,700,907 treasury shares were in issue at 31 March 2012. All of these shares are of the same class. With the exception of treasury shares which have no voting rights and no entitlement to dividends, they all carry equal voting rights and rank for dividends.

The number of shares held as treasury shares at the beginning of the year (and the maximum number held during the year) was 4,911,407 (5.57% of the issued share capital) with a nominal value of €1.228 million.

A total of 210,500 shares (0.24% of the issued share capital) with a nominal value of €0.053 million were re-issued during the year at prices ranging from €10.25 to €19.50 consequent to the exercise of share options under the DCC plc 1998 Employee Share Option Scheme, leaving a balance held as treasury shares at 31 March 2012 of 4,700,907 shares (5.33% of the issued share capital) with a nominal value of €1.175 million.

At the Annual General Meeting held on 15 July 2011, the Company was granted authority to purchase up to 8,822,940 of its own shares (10% of the issued share capital) with a nominal value of €2.206 million. This authority has not been exercised and will expire on 20 July 2012, the date of the next Annual General Meeting of the Company. A special resolution will be proposed at the Annual General Meeting to renew this authority.

At each Annual General Meeting, in addition to the authority to buy back shares referred to above, the Directors seek authority to exercise all the powers of the Company to allot shares up to an aggregate amount of €7,352,400, representing approximately one third of the issued share capital of the Company.

The Directors also seek authority to allot shares for cash, other than strictly pro-rata to existing shareholdings. This proposed authority is limited to the allotment of shares in specific circumstances relating to rights issues and other issues up to approximately 5% of the issued share capital of the Company.

Principal Risks and Uncertainties

Under Irish Company law (Regulation 37 of the European Communities (Companies: Group Accounts) Regulations 1992, as amended), DCC is required to give a description of the principal risks and uncertainties facing the Group. These are addressed in the Principal Risks and Uncertainties report.

Directors

The names of the Directors and a short biographical note on each Director appear here.

The Board has adopted the practice that all Directors will submit to re-election at each Annual General Meeting.

With the exception of Tommy Breen, who has a service agreement with a notice period of twelve months, none of the other Directors has a service contract with the Company or with any member of the Group.

Details of the Directors' interests in the share capital of the Company are set out in the Report on Directors' Remuneration and Interests.

Corporate Governance

DCC has complied, throughout the year ended 31 March 2012, with the provisions set out in the UK Corporate Governance Code (issued in May 2010) and in the Irish Corporate Governance Annex (issued in December 2010), which applied to the Company for the year ended 31 March 2012.

The Corporate Governance statement sets out the Company's appliance of the principles and compliance with the provisions of the UK Corporate Governance Code and the Irish Corporate Governance Annex, the Group's system of risk management and internal control and the adoption of the going concern basis in preparing the financial statements. The Corporate Governance statement shall be treated as forming part of the Report of the Directors.

For the purposes of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006, details concerning the appointment and the re-election of Directors and the amendment of the Company's Articles of Association are set out in the Corporate Governance statement.

Transparency Rules

As required by the Transparency Rules published by the Central Bank of Ireland under Section 22 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, the following sections of the Annual Report shall be treated as forming part of this report: the Chairman's Statement, the Chief Executive's Review , the Operating Reviews , the Financial Review , the Principal Risks and Uncertainties, the earnings per ordinary share in note 18 , the key performance indicators and the derivative financial instruments in note 29 on page 132.

Substantial Shareholdings

The Company has been notified of the following shareholdings of 3% or more in the issued share capital (excluding treasury shares) of the Company as at 14 May 2012:

No. of €0.25
Ordinary Shares

% of Issued
Share Capital
(excluding
treasury shares)
FMR LLC and FIL Limited on behalf of certain of its direct and indirect subsidiaries* 10,454,119 12.52%
Prudential plc group of companies* 7,147,938 8.56%
Invesco* 6,083,677 7.28%
UBS Investment Bank* 4,919,707 5.89%
Bestinver Gestión SGIIC* 3,760,890 4.50%
Setanta Asset Management* 3,002,226 3.59%
Franklin Templeton Investment* 2,796,831 3.35%
T. Rowe Price Associates Inc.* 2,742,356 3.28%
Jim Flavin 2,532,850 3.03%
* notified as non-beneficial interests

Principal Subsidiaries and Joint Ventures

Details of the Company's principal operating subsidiaries and joint ventures are set out here.

Research and Development

Certain Group companies are involved in ongoing development work aimed at improving the quality, competitiveness, technology and range of their products.

Political Contributions

There were no political contributions which require to be disclosed under the Electoral Act, 1997.

Accounting Records

The Directors are responsible for ensuring that proper books and accounting records, as outlined in Section 202 of the Companies Act, 1990, are kept by the Company. The Directors believe that they have complied with this requirement by providing adequate resources to maintain proper books and accounting records throughout the Group including the appointment of personnel with appropriate qualifications, experience and expertise. The books and accounting records of the Company are maintained at the Company's registered office, DCC House, Brewery Road, Stillorgan, Blackrock, Co. Dublin, Ireland.

Takeover Regulations

The Company has certain banking facilities which may require repayment in the event that a change in control occurs with respect to the Company. In addition, the Company's long term incentive plans contain change of control provisions which can allow for the acceleration of the exercisability of share options or awards in the event that a change of control occurs with respect to the Company.

Auditors

Following the conclusion of a formal audit tender process during the year, the Board approved the re-appointment of PricewaterhouseCoopers as auditors to the Company. PricewaterhouseCoopers will continue in office in accordance with the provisions of Section 160(2) of the Companies Act, 1963. A resolution authorising the Directors to determine their remuneration will be proposed at the Annual General Meeting.


Michael Buckley, Tommy Breen
Directors
14 May 2012

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