The Directors have pleasure in presenting their Annual Report and Accounts for the year ended 31 March 2009.

Principal activities

During the year the Group was engaged in the provision of insured repair solutions and emergency services to the home. Details of the Group's activities and a review of the business are set out in the Chairman's statement, Chief Executive's review and Financial review.

Details of the key performance indicators used by the Directors to assist in the management of the business and to provide evidence of the achievement of its strategies are included here.

A description of the principal risks and uncertainties facing the Group is included in the Financial review.

Information relating to the environment and employees is included in the Corporate social responsibility report.

Financial results and dividends

The Group's results are shown in the Group income statement in Financial statements. The Directors are recommending the payment on 4 August 2009 of a final dividend of 25p per ordinary share to shareholders on the register at the close of business on 3 July 2009 which, together with the net interim dividend of 10.5p per ordinary share paid on 5 January 2009, results in a total net dividend for the year of 35.5p per share (2008: 31.25p). For further details of the dividend see note 13 to the financial statements.

Capital structure

Details of the authorised and issued share capital, together with details of the movements in the Company's issued share capital during the year are shown in note 27. The Company has one class of ordinary shares which carries no right to fixed income. Each share carries the right to one vote at a general meeting of the Company.

There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights.

Details of employee share schemes are set out in note 38. No votes are cast in respect of the shares held in the Employee Benefit Trust and dividends are waived.

No person has any special rights of control over the Company's share capital and all issued shares are fully paid. Subject to the Companies Acts and any relevant authority of the Company in general meeting, the Company has authority to issue any of the unissued share capital.

There are a number of agreements that take effect, alter or terminate upon a change of control of the Company such as commercial contracts, bank loan agreements, property lease arrangements and employees' share plans. None of these are considered to be significant in terms of their likely impact on the business of the Group as a whole. Furthermore, the Directors are not aware of any agreements between the Company and its Directors and employees that provide for compensation for loss of office or employment that occurs because of a takeover bid.

Directors

The Directors who held office during the year were:

Brian Whitty

Richard Harpin

Jon Florsheim

Jonathan Simpson-Dent

Ian Chippendale

J M Barry Gibson

Andrew Sibbald

Mark Morris (appointed 27 February 2009)

Ian Carlisle (resigned 31 January 2009)

John Maxwell (resigned 27 February 2009)