Directors’ report

The Company is not aware of any agreements between shareholders which may result in restrictions on the transfer of securities and/or voting rights. There are no shareholdings which carry special rights relating to control of the Company. A change of control of the Company following a takeover bid may cause a number of agreements to which the Company or its trading subsidiaries is party to take effect, alter or terminate. In the context of the Company as a whole, these agreements are not considered to be significant.

Purchase of own shares

At the Annual General Meeting of the Company held on 3 July 2007, authority was given for the Company to purchase, in the market, up to 87,000,000 ordinary shares of 10p each. The Company did not use this authority to make any purchases of its own shares during the period. At the Annual General Meeting to be held on 2 July 2008, shareholders will be asked to give a similar authority, details of which are contained in the accompanying circular to shareholders.

Details of the Company’s interests in its own shares are set out in note 29 to the financial statements.

Employee share plans

Some of the Company’s employee share plans include restrictions on the transfer of shares while the shares are subject to the plan. As described in the directors’ remuneration report, non-executive directors receive part of their fees in shares which may not normally be transferred during a director’s period of office.

Where, under an employee share plan operated by the Company, participants are the beneficial owners of the shares but not the registered owners, the voting rights are normally exercised by the registered owner at the direction of the participant.

All of the Company’s share plans contain provisions relating to a change of control. Outstanding awards and options would normally vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time.

Political donations

The Group has made no political donations and incurred no items of political expenditure.

Creditor payment

For all trade creditors, it is, and will continue to be for the next financial year, Group policy to:

• agree and confirm the terms of payment at the commencement of business with that supplier;
• pay suppliers in accordance with applicable terms; and
• continually review the payment procedures and liaise with suppliers as a means of eliminating difficulties and maintaining a good working relationship.

Trade creditor days of the Group at 1 March 2008 were 52 (2007: 49) based on the ratio of Group trade creditors at the end of the year to the amounts invoiced during the year by trade creditors. The Company has no trade creditors.