Directors' REPORT
for the year ended 31 March 2010
NATURE OF BUSINESS
Foschini Limited is an investment holding company whose subsidiaries, through their retail operating divisions – Foschini, branded as Foschini, donna-claire, fashíonexpress and Luella; Markham; exact!; the Sports division, branded as sportscene, Totalsports and DueSouth; the Jewellery division, branded as American Swiss, Matrix and Sterns; @home, branded as @home and @homelivingspace; TFG Apparel Supply Company; Group Merchandise Procurement; and FG Financial Services – retail clothing, jewellery, accessories, cosmetics, sporting and outdoor apparel and equipment and homeware and furniture to the broad, middle-income group throughout southern Africa.
The RCS Group is an operationally independent consumer finance business that provides a broad range of financial services under its own brand in South Africa, Namibia and Botswana.
The group operates in the retail and financial services segments, almost entirely within the South African Common Monetary Area.
Retail turnover emanating from Swaziland and Botswana accounts for 0,6% of the group’s turnover.
GENERAL REVIEW
The financial results are reflected in the annual financial statements here.
SHARE CAPITAL
The group’s share buy-back programme commenced at the end of May 2001. At 31 March 2010, 24,0 million shares are held by a subsidiary, and a further 7,5 million by the group’s share incentive trust. These shares, representing 13,1% of the company’s issued share capital are treated as treasury shares and have been eliminated on consolidation. Further details of the authorised and issued share capital are reflected in note 13.
DIVIDENDS
Interim Ordinary
The directors declared an interim ordinary dividend of 118 cents per ordinary share, which was paid on 11 January 2010 to ordinary shareholders recorded in the books of the company at the close of business on Friday, 8 January 2010.
Final Ordinary
The directors declared a final ordinary dividend of 170 cents per ordinary share payable on Monday, 12 July 2010 to ordinary shareholders recorded in the books of the company at the close of business on Friday, 9 July 2010.
Preference
The company paid the following dividends to holders of 6,5% cumulative preference shares:
30 September 2009 – R13 000
(29 September 2008 – R13 000)
29 March 2010 – R13 000
(30 March 2009 – R13 000).
DIRECTORS
The names of the company’s directors appear here.
The following changes took place during the current year:
D M Nurek (appointed as chairman 1 April 2009)
P S Meiring (appointed 1 April 2009)
The following directors retire by rotation in terms of the articles of association but, being eligible, offer themselves for re-election as directors:
A D Murray (executive)
S E Abrahams (independent non-executive)
M Lewis (non-executive)
W V Cuba (independent non-executive)
For details of directors’ interests in the company’s issued shares, refer to note 13.5. Details of directors’ remuneration are set out in note 35.
SECRETARY
The company secretary of Foschini Limited is Ms D Sheard. Her business and postal address appear here.
AUDIT COMMITTEE
The directors confirm that the audit committee has addressed the specific responsibilities required in terms of section 270A of the Companies Act No. 61 of 1973. Further detail are contained within the Audit Committee report.
SUBSIDIARIES
The names of, and certain financial information relating to the company’s key subsidiaries appear here.
EARNINGS OF SUBSIDIARIES
The total profits (losses) of consolidated subsidiaries are as follows:
| 2010 | 2009 | |
| Rm | Rm | |
| Profits | 1 033,2 | 1 037,3 |
| Losses | – | – |
| Net consolidated profit after taxation | 1 033,2 | 1 037,3 |
SPECIAL RESOLUTIONS
On 9 September 2009 shareholders renewed the approval, as a general authority, of the acquisition by the company or any of its subsidiaries of the issued ordinary shares of the company, valid until the next annual general meeting. At the next annual general meeting to be held on 1 September 2010 shareholders will be asked to renew this general authority, as set out in the Notice of Annual General Meeting.
No other special resolutions were passed during the year under review.
SPECIAL RESOLUTIONS PASSED BY SUBSIDIARY COMPANIES
No special resolutions of any significance were passed during the year under review.
STAFF SHARE INCENTIVE AND OPTION SCHEMES
Details are reflected in note 34.1.
SUBSEQUENT EVENT
Details are reflected in note 24.