| The Directors present their report and
audited financial statements for the 52 weeks
to 29 March 2003. |
| |
| Principal activities
and review of performance |
| |
| The Group’s principal activities are food
retailing and financial services. A
review of the performance of the Group
and its principal operating subsidiaries
during the period is set out in the
Operating
and Financial Review and in the
Annual
Review and Summary
Financial Statement. |
| |
| Dividends |
| |
| The Directors recommend the payment of a
final dividend of 11.36 pence per share (2002:
10.82 pence), making a total dividend for
the year of 15.58 pence per share (2002: 14.84
pence). Subject to shareholders approving
this recommendation at the Annual General
Meeting, the dividend will be paid on 25 July
2003 to shareholders on the register at the
close of business on 30 May 2003. |
| |
| Changes to the Board
and Board succession |
| |
| The Directors are listed here. |
| |
| Ian Coull retired from the Board on 31 December
2002. All the other Directors served throughout
the period. |
| |
| On 31 January 2003, the Company announced
that Stuart Mitchell was appointed Managing
Director of Sainsbury’s Supermarkets Ltd with
responsibility for the day-to-day management
of the supermarkets business, whilst Sara
Weller became Deputy Managing Director of
the business. It was also announced that John
Adshead, Group HR and IT Director, would retire
from the Board at the end of March 2004. |
| |
| On 14 March 2003, the Company announced
that Sir George Bull had agreed to extend
his tenure as Chairman until 28 March 2004
and that Sir Peter Davis had also agreed to
extend his time with the Group and assume
the role of Chairman from 29 March 2004. The
Group has started a formal recruitment process
with a view to recruiting a new Chief Executive
either internally or externally by March 2004.
As part of the same process, the Group has
initiated a search for an independent Non-Executive
Deputy Chairman to be appointed during 2004
with the intention that this individual will
in due course become Non-Executive Chairman.
These appointments will maintain the momentum
of the Group’s successful Business Transformation
Programme and ensure management continuity
in the next year to 24 months. |
| |
| In accordance with the Articles of Association,
Sir George Bull, Sir Peter Davis, Roger Matthews,
Keith Butler-Wheelhouse and June de Moller
will retire by rotation at the Annual General
Meeting and will seek re-appointment. Full
biographical details of the Directors are
set out here. |
| |
| Auditors |
| |
| Following the change of legal status of
PricewaterhouseCoopers to a limited liability
partnership at the start of 2003, PricewaterhouseCoopers
resigned as auditors on 3 April 2003 and the
Directors appointed PricewaterhouseCoopers
LLP in their place. At the Annual General
Meeting, shareholders will be asked to re-appoint
PricewaterhouseCoopers LLP as auditors. |
| |
| Annual General Meeting |
| |
| The Annual General Meeting will be held
on Wednesday 23 July 2003 at The Queen Elizabeth
II Conference Centre, Broad Sanctuary, Westminster,
London SW1P 3EE at 11.30am. The Chairman’s
letter and Notice of the Meeting accompanies
this Report, together with explanatory notes
explaining the business to be transacted at
the meeting. |
| |
| At the meeting, resolutions will be proposed
to increase the Company’s authorised ordinary
share capital, to renew the general authority
of the Directors to issue shares (together
with the authority to issue shares without
applying the statutory pre-emption rights)
and to authorise the Company to make market
purchases of its own shares. No such purchase
has been made during the last financial year. |
| |
| Share capital |
| |
| The changes to the issued share capital
of the Group are shown in note
27 to the financial statements. |
| |
| Major interests in
shares |
| |
| As at 20 May 2003, the Company had been
advised of the following notifiable interests
in its shares: |
| |
| Judith Portrait is a trustee of various
settlements, including charitable trusts and
the blind trust for Lord Sainsbury of Turville.
As at 20 May 2003, notified holdings of these
trusts amounted to 23 per cent of the Company’s
issued share capital. |
| |
| Christopher Stone, Andrew Cahn and John
Rosenheim are trustees of various settlements,
including charitable settlements. As at 20
May 2003, the total holdings of the settlements
of which they are trustees, as notified to
the Company, amounted to 5 per cent, 5 per
cent and 3 per cent respectively. |
| |
| As at 20 May 2003, the notifiable interests,
held beneficially and as trustees of charitable
and other trusts, of Lord Sainsbury of Preston
Candover KG, the Hon Simon Sainsbury, the
Rt Hon Sir Timothy Sainsbury and Lady Sainsbury,
the wife of Sir Timothy Sainsbury, were 4
per cent, 3 per cent, 3 per cent and 3 per
cent respectively. |
| |
| All of the above disclosures include duplication. |
| |
| As at 20 May 2003, Franklin Resources Inc.
had a notifiable interest of 5 per cent. |
| |
| Post balance sheet
events |
| |
| There have been no events affecting the
Company or Group since the year end. |
| |
| Directors’ interests |
| |
| The beneficial interests of the Directors
and their families in the shares of the Company
are shown here.
During the year, no Director had any material
interest in any contract of significance to
the Group’s business. |
| |
| Market value of properties |
| |
| The Directors believe that the aggregate
open market value of Group properties exceeds
the net book value of £6 billion by a considerable
margin. |
| |
| Employees, social
responsibility and the environment |
| |
| The Company has well-developed policies
for fair and equal treatment of all employees,
employment of disabled persons and colleague
participation. |
| |
| The Company’s interim and annual results
are presented to all senior management and
processes exist at local level to communicate
these results to all colleagues. |
| |
| Colleagues have always been encouraged to
hold shares in the Company and over 64,700
UK colleagues are shareholders directly or
through the Profit Sharing Scheme Trust or
the Sainsbury’s Share Purchase Plan. |
| |
| Sainsbury’s has a strong record on environmental
matters and on its commitment to its social
responsibilities. The Company’s Environment
Report, which is published on the Internet
(www.j-sainsbury.co.uk/csr/environment.htm)
describes the Company’s environmental policies.
The statement of corporate responsibilities
is published on the Internet (www.j-sainsbury.co.uk/csr). |
| |
| Policy on payment
of creditors |
| |
| The policy of the Company and its principal
operating companies is to agree terms of payment
prior to commencing trade with a supplier
and to abide by those terms on the timely
submission of satisfactory invoices. The Company
is a holding company and therefore has no
trade creditors. Statements on the operating
companies’ payment of suppliers are contained
in their accounts. |
| |
| Donations |
| |
| During the year, donations to the value
of £7.1 million (2002: £11 million)
were made to UK charitable organisations
and local community projects. In the
US, Shaw’s made donations to the value
of $13.6 million (2002: $19.5 million)
to charitable community projects. Sainsbury’s
colleagues, customers and suppliers
also raised £10.5 million for charitable
purposes through events supported by
the Company; click here
for further details. There were no political
donations. |
| |
| By order of the Board |
| |
Tim Fallowfield
Company Secretary
20 May 2003 |
