Report of the directors

The directors present their report and the audited financial statements of the Company for the year ended 29 March 2009.

Activities and review of the business

The Company is the holding company for Guardian Media Group plc.

Business review and future developments

The profit for the year was £507.1 million (2008 £422.6 million). Following High Court approval on 11 June 2008, the Company cancelled and repaid the 4% cumulative preference shares of Guardian Media Group plc together with the accrued dividend up to and including the date of cancellation of 1.792p (2008 4.0p) per share amounting to £1,792 (2008 £4,000). On 2 March 2009, the Board declared a dividend of 11.1p per share on the ordinary share capital amounting to £100,000 which was paid to The Scott Trust Limited on 6 March 2009.

Creditor payment policy

The Company has implemented systems to ensure the prompt recognition of all identifiable liabilities to creditors. Payments are made to these creditors in line with the CBI’s Prompt Payers Code. The creditor days figure for the Company for the year was 30 days.

Directors and directors’ interests

This information is shown in the Group section of the annual report on pages 26, 27 and 47.

Tax status

The Company is a close company for tax purposes.

Statement of directors’ responsibilities in respect of the Annual Report and the financial statements

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing those financial statements, the directors are required to:

  • select suitable accounting policies and then apply them consistently
  • make judgements and estimates that are reasonable and prudent
  • state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business, in which case there should be supporting assumptions or qualifications as necessary.

The directors confirm that they have complied with the above requirements in preparing the financial statements.

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Auditors and disclosure of information to auditors

The directors confirm that so far as the director is aware, there is no relevant audit information of which the Company’s auditors are unaware and each director has taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

Going concern

After reviewing the Company’s cash balances and projected cash flows the directors believe that the Company has adequate resources to continue operations for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.

Independent auditors

A resolution to reappoint PricewaterhouseCoopers LLP as auditors to the Company will be proposed at the Annual General Meeting.

By Order of the Board

Phil Boardman

Secretary

25 June 2009