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Corporate governance
Awards under employee share schemes Options were granted under the Employee Share Purchase Plan in April 2007 to 6,362 US-based employees (2006: 8,151) and 304 Canadian-based employees (2006: 442) in respect of a maximum of 668,431 ordinary shares (2006: 817,439) exercisable at 1038 pence per share. In April 2007, options were granted for the first time under the Wolseley European Sharesave Plan to 1,757 employees across 12 countries in Europe in respect of a maximum of 557,612 ordinary shares exercisable at 1038 pence per share. Options were granted under the UK Employees Savings Related Share Option Scheme in April 2007 to 2,662 employees (2006: 2,649) in respect of a maximum of 748,744 ordinary shares (2006: 621,422) exercisable at 977 pence per share. Options were granted under the Irish Sharesave Scheme in April 2007 to 159 employees (2006: 229) in respect of a maximum of 65,606 ordinary shares (2006: 86,100) exercisable at 977 pence per share. In November 2006 options were granted under the Wolseley Share Option Plan 2003 over 5,432,414 ordinary shares (2006: 4,473,070) to senior employees of the Group at an option price of 1201 pence per share. In January 2007, awards under the Company’s Restricted Share Scheme were granted for the first time over 192,404 ordinary shares to 45 employees below Board level across the Group. Details of the total options outstanding at 31 July 2007 are set out in note 29 to the accounts. Awards under the Wolseley plc 2002 Long Term Incentive Scheme (‘LTIS’) were made in October 2006 over a total of 763,185 shares. Details relating to the awards made to Executive Directors under the LTIS are set out in Remuneration report.
Shareholder services Shareview is a service offered by our Registrars, which allows shareholders online access to a range of shareholder information. Shareview provides access to details of shareholdings in the Company and practical help on transferring shares or updating personal details. It also allows shareholders to choose to receive shareholder communications electronically, rather than by post. To register, shareholders simply need to log on to www.shareview.co.uk with their shareholder reference number, which is shown on the form of proxy sent to all shareholders with this report. First time users will need to enter certain information and choose a Personal Identification Number before they are able to access their shareholding details.
Shareview dealing is also available to UK-based shareholders. This is a simple and convenient telephone and internet share purchase and sale service offered by the Registrars. For telephone purchases and sales call 0870 850 0852 between 8.30am and 4.30pm, Monday to Friday. For internet purchases and sales, log on to www.shareview.co.uk/dealing. A postal dealing service is also available from our Registrars and a form, together with terms and conditions, can be obtained by calling 0870 241 3934.
Annual General Meeting resolutions The resolutions to be proposed at the Annual General Meeting to be held on 28 November 2007, together with explanatory notes, appear in the Notice of Annual General Meeting. This is also available on the Company’s website at www.wolseley.com.
On behalf of the Board
Charles P Watters
Group Company Secretary and General Counsel (Interim)
Wolseley plc, Registered No. 29846
Theale, Reading
24 September 2007
Directors’ responsibility statement The Directors are required by UK company law as adopted by the European Union to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss for that period.
The Directors consider that, in preparing the accounts, appropriate accounting policies have been used and applied consistently, supported by reasonable and prudent judgements and estimates; and the accounts have been prepared in accordance with International Financial Reporting Standards (‘IFRS’) as adopted by the European Union and on the going concern basis. Applicable UK accounting standards have also been applied for the parent company accounts.
The Directors are also responsible for maintaining adequate accounting records which disclose with reasonable accuracy the financial position of the Company and the Group, which enable them to ensure that the financial statements comply with the UK Companies Act and Article 4 of the International Auditing Standards Regulation.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the wolseley.com website. The work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in the UK governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.
The Directors have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and the Group and to prevent and detect fraud or other irregularities. The Directors, having prepared the financial statements, have permitted the auditors to take whatever steps and undertake whatever inspections they consider to be appropriate for the purpose of enabling them to give their audit opinion.