The Directors present their report and the audited group accounts of
Nycomed Amersham plc for the year ended 31 December 2000.
The group is engaged in the worldwide development, manufacture and sale
of specialised products for research-based biotechnology supply and for
the diagnosis and treatment of disease. The Chairman’s statement, Chief
Executive’s review and Financial review on pages 1 to 12 contain further
information on the business activities of the group.
On 7 August 2000, the group announced the proposed partial flotation
of Amersham Pharmacia Biotech on the NASDAQ.
Sales of continuing operations were £1,377.3 million, including a £94.8
million share of joint venture sales. Exports from the United Kingdom
amounted to £187.5 million.
The group profit and loss account appears on page 24. Profit for the
year attributable to shareholders amounted to £110.7 million. The Directors
recommend that this be dealt with as follows:
 |
| |
£m
|
|
Ordinary dividends
– interim paid (2.15p per share)
– proposed final (4.25p per share)
|
13.5
26.9
|
|
Transfer to reserves |
40.4
70.3
|
|
| Profit attributable to shareholders |
110.7
|
|
A final dividend of 4.25p per share is recommended.
Group policy is to invest in product innovation and process improvement
at a level designed to enable it to be a market leader in the diagnostic
imaging and biotechnology supply businesses in which it competes. It is
also group policy to seek out new business opportunities by exploiting
its skills and technological base.
The names and biographies of the present Directors are given on page 14.
On 12 October 2000 Dr R M Cresswell retired as a Director. Two Directors
were appointed during the year, Professor Sir Keith Peters on 3 August
2000 and Mr G W Battersby on 1 September 2000. On 9 January 2001, Dr T
F W McKillop retired as a Non-executive Director and Dr J S Patterson
was appointed Non-executive Director.
Mr R E Long, Mr J Rejeange, Mr D H Brydon and Mr J H Johansen retire
by rotation and being eligible offer themselves for re-election. Professor
Sir Keith Peters, Mr G W Battersby and Dr J S Patterson appointed since
the last Annual General Meeting also retire and, being eligible, offer
themselves for re-election. Board Committee membership details are given
on page 14.
Appointments to the board are recommended by the Nomination Committee,
details of which are given in the Corporate Governance statement on page
17.
The beneficial interests of the Directors in the shares of the company
at 1 January 2000 and 31 December 2000 are shown in the Remuneration Report
together with details of changes in the Directors’ share interests between
1 January 2001 and 9 March 2001.
No Director holds any non-beneficial interests in shares of the company.
During the year, the company funded the purchase of its own ordinary shares,
nominal value 5p, through employee share ownership trusts for the benefit
of employees under the group’s various share option schemes.
|
| Trust |
Number of shares
|
Percentage of issued share capital
%
|
Aggregate consideration
£
|
|
Nycomed Amersham UK Stock Option Plan 2000 Trust
|
2,636,729
|
0.41
|
16,445,469
|
|
| Nycomed Amersham Employee Stock Option Plan Trust |
195,519
|
0.03
|
1,007,779
|
|
Shares purchased under Nycomed Amersham US Stock Option Plan 2000 Trust
will be used to satisfy the exercise of options granted under the Nycomed
Amersham US Stock Option Plan 2000, which is more fully explained on page
19 of the Remuneration report.
Shares purchased under the Nycomed Amersham Employee Stock Option Plan
Trust during the year ended 31 December 2000 will be used to satisfy the
exercise of awards under the Long Term Incentive Plan, which is more fully
explained on page 20 of the Remuneration report.
Nycomed Amersham plc operates share option schemes for senior executives
throughout the group and all of its employees in the UK, US and Norway.
Details of the shares issued and options granted under these schemes are
shown in note 25 to the accounts. The company also has long term incentive
plans and details of grants to Executive Directors are given in the Remuneration
report on page 20.
The policy of the group is to recruit, train and provide career development
opportunities to disabled persons on the same basis as other staff and
to make every effort to retain and assist any individuals disabled in
the course of their employment.
There are extensive arrangements in the UK and in overseas subsidiary
undertakings for consultation with staff on group objectives, plans and
progress and on matters of general or particular interest. Regular exchanges
of information with staff take place through formal consultative arrangements
at corporate and local level. The employee share schemes approved by the
shareholders have been successful in encouraging employee share ownership.
Contributions to charities and other good causes during the period amounted
to £189,000 in the UK alone, with further contributions throughout the
group, principally in Europe and the USA. In line with best corporate
practice, the company increased its support given in kind and through
the provision of staff expertise and time to local community projects.
No political contributions were made.
The group applies a policy of agreeing and clearly communicating the terms
of payment as part of the commercial arrangements negotiated with suppliers
and then paying according to those terms. In addition the UK-based businesses
have committed to the “Better Payment Practice Code” (previously the CBI
Prompt Payers Code). A copy of the code can be obtained from the Department
of Trade and Industry, DTI Publications Orderline, Admail 528, London
SW1W 8YT.
For UK businesses at 31 December 2000, trade creditors represented 46
days equivalent of aggregate amounts invoiced by suppliers during the
year.
The company has been notified under the provisions of the Companies
Act 1985 (as amended) that on 9 March 2001 the following had a material
interest in 3% or more of the company’s ordinary share capital:
|
| |
Number of shares
|
%
|
|
| Folketrygdfondet |
22,669,200
|
3.57
|
| Franklin Resources Inc. and its affiliates |
38,011,009
|
6.00
|
| Wellington Management Company |
19,097,967
|
3.01
|
|
At the Annual General Meeting to be held on 9 May 2001 resolutions will
be proposed to approve the Nycomed Amersham 2001 Executive Share Option
Scheme and to change the name of the company to Amersham. Resolutions
will also be proposed to renew the company’s authority to re-purchase
its own shares in the market and to renew the Directors’ power to allot
unissued ordinary shares for cash in certain circumstances. Further details
are set out in the separate Chairman’s Letter and Notice of Annual General
Meeting
A resolution to re-appoint PricewaterhouseCoopers as auditors to the company
will be proposed at the Annual General Meeting.
By order of the board
Mr R E B Allnutt
Company Secretary
9 March 2001
|
