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The Directors present their report and the audited group accounts
of Amersham plc for the year ended 31 December 2001.
Change of name
On 12 July 2001 the company changed its name from Nycomed Amersham
plc to Amersham plc. On 15 October 2001 the company announced its
two business groupings were changing their names to Amersham Biosciences
and Amersham Health.
Principal activities and business review
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 contain further information
on the business activities of the group.
Results
Sales of continuing operations were £1,603 million, including a
£87 million share of joint venture sales. Exports from the United
Kingdom amounted to £197 million. The group profit and loss account
appears on page 56 [This can be found
in the downloadable PDF].
Profit for the year attributable to shareholders amounted to £215
million. The Directors recommend that this be dealt with as follows:
 |
| |
£m |
|
| Ordinary dividends |
|
| – Interim paid (2.35p per share) |
14.9 |
| – proposed final (4.75p per share) |
30.3 |
 |
| |
45.2 |
| Transfer to reserves |
169.6 |
|
| Profit attributable to shareholders |
214.8 |
|
A final dividend of 4.75p per share is recommended.
Research and development
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.
Directors
The names and biographies of the present Directors are given on
the Board of Directors page. Dr J S Patterson
was appointed during the year on 9 January 2001. Two Directors retired
during the year, Dr T F W McKillop on 9 January 2001 and Mr R E
Long on 23 March 2001.
Mr R D Lapthorne, Sir William Castell, Dr J M Padfield and Mr J
Fr Odfjell retire by rotation and being eligible offer themselves
for re-election.
Board Committee membership details are given on the Board
of Directors page.
Appointments to the Board are recommended by the Nomination Committee,
details of which are given in the Corporate
Governance statement.
Directors’ interests in shares of the company
The beneficial interests of the Directors in the shares of the company
at 1 January 2001 and 31 December 2001 are shown in the Remuneration
report together with details of changes in the Directors’ share
interests between 1 January 2002 and 25 February 2002.
No Director holds any non-beneficial interests in shares of the
company.
Interest in company’s shares
During the year, the company funded the purchase of its own ordinary
shares, nominal value 5p, through the Amersham Qualifying Employee
Share Ownership Trust for the benefit of employees under the group’s
Sharesave scheme.
|
| Trust |
Number of shares
|
Percentage of
issued share capital
% |
Aggregate
consideration
£ |
|
| Amersham Qualifying Share Ownership Trust |
1,944,890 |
0.3 |
11,316,461 |
|
Shares purchased under Amersham Qualifying Share Ownership Trust
will be used to satisfy the exercise of options granted under the
Sharesave (SAYE) scheme, which is more fully explained in the Remuneration
report.
Employee share schemes
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 [This
can be found in the downloadable PDF]. The company also has
long term incentive plans and details of grants to Executive Directors
are given in the Remuneration report.
In October 2001 Amersham plc launched its Options for All programme.
Under this each employee of the group was granted an option over
1000 shares. This enables all employees to benefit from an increase
in the price of Amersham plc shares.
Employment of disabled persons
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.
Employee involvement
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.
Political and charitable contributions
Contributions to charities and good causes during the reporting
period in the UK amounted to £516,670 which includes a substantial
donation to the Amersham Manhattan Disaster Fund established by
the company in the immediate aftermath of the 11 September atrocities.
By 31 December the Fund disbursed $500,000 (£365,000) to 118 families
in need of financial assistance in the communities around our New
Jersey operations. Further contributions were made to good causes
close to our facilities in Europe and America. No political donations
were made.
Supplier payment policy
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 2001, trade creditors represented
27 days (2000 – 30 days) equivalent of aggregate amounts invoiced
by suppliers during the year.
Substantial shareholdings
The company has been notified under the provisions of the Companies
Act 1985 (as amended) that on 22 February 2002 the following had
a material interest in 3% or more of the company’s ordinary share
capital:
|
| |
Number of shares |
% |
|
| Folketrygdfondet |
22,326,000 |
3.48 |
| Franklin Resources Inc. and its affiliates |
38,011,009 |
5.92 |
| Wellington Management Company |
26,023,580 |
4.05 |
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Annual General Meeting
At the Annual General Meeting to be held on 8 May 2002, in addition
to the routine business of the company, resolutions will be proposed
to approve the rules of the Amersham plc 2002 Sharesave Plan and
the Amersham plc 2002 Share Incentive Plan. Resolutions will also
be proposed to allow the Directors to allot unissued shares, to
issue shares for cash without regard to pre-emption rights, to purchase
own shares and to amend the company’s Articles of Association to
permit electronic proxy appointment and to increase the maximum
level of fees payable to Non-Executive Directors. Further details
are set out in the separate Chairman’s Letter and Notice of Annual
General Meeting.
Post balance sheet events
On 31 January 2002, Amersham Health entered into a collaborative
agreement with Pfizer Inc, under which Pfizer will fund company
research programmes to link disease diagnosis, progression and target
therapy using positron emission tomography (PET) technology.
On 31 January 2002 Amersham Biosciences purchased 100% of the common
stock of two US companies, AG Technology and InnovaSep Technology.
The total consideration for these businesses, which are established
suppliers for filtration systems used in the production of biopharmaceuticals,
will range from $40–60 million depending on performance achievements
over six years.
On 25 February 2002, the litigation with Applied Biosystems Group
in relation to sequencing patents was settled. The settlement includes
a co-development arrangement for the joint development, supply and
commercialisation of certain new DNA analysis technologies.
Auditors
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
25 February 2002
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