1723 Appendix Specimen financial statements This appendix contains the annual report and accounts of a mythical UK company - Good Group P.L.C., a listed public company with subsidiaries. The report and accounts are only illustrative and do not attempt to show all possible disclosure requirements. In any case of doubt as to the legal or other requirements, it is essential to refer to the relevant source and, where necessary, to seek appropriate professional advice. Although the specimen accounts attempt to illustrate the most likely disclosure requirements of a manufacturing company, they should not be regarded as a comprehensive checklist of statutory and accounting requirements. They comply with the Companies Act 1985, as amended (the Companies Act), with other requirements in force at 31 July 1997 and are drawn up in accordance with current best practice at the date of issue. The requirements of exposure drafts are not dealt with in these specimen accounts. The formats used in the specimen accounts are consolidated accounts with the profit and loss account in format 1 and the balance sheet in format 1 taken from Schedule 4 to the Companies Act. The marginal annotations accompanying the accounts contain source references to the Companies Act, Statements of Standard Accounting Practice, Financial Reporting Standards and Urgent Issues Task Force abstracts, together with the requirements of the London Stock Exchange for listed companies. The recommendations of the Committee on the Financial Aspects of Corporate Governance (the 'Cadbury Committee') have been reflected in the accounts for Good Group P.L.C. Northern Ireland The specimen accounts are based on the statutory requirements for Great Britain. For companies incorporated in Northern Ireland the equivalent, and in substance identical, legislation is contained in the Companies (Northern Ireland) Order 1986, as amended. 1724 Generally Accepted Accounting Practice in the United Kingdom Abbreviations The following abbreviations are used in this appendix: The Companies Act The Companies Act 1985, as amended s 238(1) Section 238(1) of the Companies Act sch 4.58(1) Paragraph 58(1) of Schedule 4 to the Companies Act sch 4 Formats Statutory formats contained in Schedule 4 to the Companies Act SI85/802 Statutory Instrument No. 802 issued in 1985 SSAP 9(25) Paragraph 25 of Statement of Standard Accounting Practice No.9 FRS 1(12) Paragraph 12 of Financial Reporting Standard No. 1 YB 12.43(e) London Stock Exchange The Listing Rules (Yellow Book) Chapter 12 Paragraph 43(e) CA89 The Companies Act 1989 OFR(2) Paragraph 2 of the Best Practice Statement Operating and Financial Review issued by the Accounting Standards Board Cadbury Committee The Committee on the Financial Aspects of Corporate Governance CR(5.11) Paragraph 5.11 of the report of the Cadbury Committee CBP(4.4) Paragraph 4.4 of the Code of Best Practice issued by the Cadbury Committee Greenbury Study Group on Directors' Remuneration chaired by Sir Richard Greenbury Greenbury (B1) Paragraph B1 of the Code of Best Practice issued by the Study Group. SAS 600(20) Paragraph 20 of the Statement of Auditing Standards No. 600 issued by the Auditing Practices Board ICAEWCP Consultative Paper issued by the Institute of Chartered Accountants in England and Wales in September 1993 on interim reports APB The Auditing Practices Board UITF 7(4) Paragraph 4 of the seventh abstract of the Urgent Issues TaskForce. Appendix: Specimen financial statements: Good Group P.L.e. 1725 REPORT AND ACCOUNTS Good Group P.L.C. 31 DECEMBER 19X4 1726 Generally Accepted Accounting Practice in the United Kingdom REGISTERED NUMBER: 1591134 s 706 DIRECTORS Sir Joshua Barraclough (Chairman) J N Smith (Chief Executive) J Archer HCBlack FRBrown NOEvans MrsLBGreen MCHolman PAMacBryde SECRETARY J Harris AUDITORS Chartered Accountants & Co. 7 Christian Street London EC2 1VQ BANKERS BankP.L.C. George Street London EC3 4AB SOUCITORS Solicitors & Co. 7 Scott Street London WC3 4AB REGISTRARS Registration Services 45 Market Street London W2 7JA REGISTERED OFFICE Homefire House Ashdown Square London EC2 3AS Appendix: Specimen financial statements: Good Group P.L.C. 1727 Good Group P.L.C. CHAIRMAN'S STATEMENT The year was one when, having successfully defended the takeover offer made by Fire Products P.LC. for the company at the start of the year, strong foundations were laid for the future growth of Good Group. As in the three previous years, the results showed the increased importance of the fire prevention division, and your directors have continued to make decisions which will further develop this sector. The group has sold its loss-making subsidiary, Hose Limited, and this has led to an exceptional charge for the year of £2,437,000, although £400,000 of this relates to the goodwill previously written off against reserves. The group has continued to extend its North American activities and to this end has set up a new company, Sprinklers Incorporated, in Chicago. It is expected that, by the Summer of 19X5, Sprinklers will be manufacturing the group's newest fire-prevention products in the United States. The acquisition, on 1 April, of Extinguishers Limited, a company which has been established in Lincoln for many years, has further strengthened the fire-prevention division. This company has a well established research and development department, and will help ensure that the group's products remain 'state of the art'. The electronics division has shown only a small increase in sales during 19X4, up by 3% to £59,150,000, although profit margins have held up well. Your directors believe that the group's research and development activities will ultimately lead to a resurgence of sales in this sector, but 19X5 sales are expected to continue at 19X4 levels. This year we have further strengthened the board with the appointment of a fourth non­ executive director and I welcome Laura Green. I have included a separate report on the company's corporate governance. This is set out on pages 1734 to 1736. The year's results would not have been possible without the enthusiastic participation of all our employees and I thank them all sincerely for their efforts. Robert Jones retired during the year after a long career with the group. We now look forward with confidence to a very busy and productive period for the group. Joshua Barraclough Chairman 25 March 19X5 1728 Generally Accepted Accounting Practice in the United Kingdom Good Group P.L.C. DIRECTORS Non-executive directors YB 12.43(i) Sir Joshua Barraclough, 64, joined the board of Good Group P.L.C. in 19W7 and was appointed Chairman in 19X1. He is Lord Lieutenant of Borsetshire, non-executive chairman of the Pole Star Building Society and director of Antimony Holdings PIc, Northland Bank pIc and Wessex TV PLC. Between 19W8 and 19X2, he was Chairman of the Board of Governors of Wessex College of Management Science. H C Black, 52, joined the board of Good Group P.L.C. as a non-executive director on 1 July 19X3 upon his return to the United Kingdom after spending 10 years working in North America for EFG Incorporated. Mrs L B Green. 48, joined the board as a non-executive director on 1 March 19X4. She was previously a partner with the a firm of accountants, Alpha and Beta. In addition to her role as finance director of South Supermarkets pIc, she is non-executive director of a number of companies, including Midclays pIc. M C Holman, 61, has been a non-executive director of Good Group P.L.C. since 19W8. As well as being Professor of Business Studies at Wessex College of Management Science, he is a director of St. James' Bank PLC and Sheen Palace Estates P .L.C. Until 19W5, he was a director of Ulster Extinguishers pIc. Executive directors J N Smith, 50, joined Good Group P.L.C. in 19W9 as finance director and was appointed chief executive in 19X2. Previously he held a number of senior finance positions. He is non-executive director of N&T Engineering pIc and Bridge Construction pIc. J Archer, 51, has spent 15 years working in the group. He is sales director and his other responsibilities include research and development. F R Brown. 43, joined the board of Good Group P.L.C. following its acquisition of Bright Sparks Limited in 19X2. He currently heads up the fire prevention division. He is non-executive director of C&J Chemicals pIc. N 0 Evans, 40, took over responsibility of the electronics division this year from R P Jones. He was appointed to the board two years ago. P A MacBryde, 45, was appointed finance director in 19X2 having previously been Group Financial Controller and, latterly, finance director at Good Company Limited. Prior to that he worked for Gamma and Co., Chartered Accountants. Appendix: Specimen financial statements: Good Group P.L.c. 1729 Good Group P.L.C. OPERATING AND FINANCIAL REVIEW OFR(2), CBP (Note 10) INTRODUcnON This review has been prepared in accordance with the Accounting Standards Board's OFR (38) statement, issued in July 1993, on the operating and fmancial review. OPERATING REVIEW OFR (8)-(22) The group's turnover has shown an overall increase of 18.3%. However, this includes the activities of Hose Limited, which manufactures rubber hosepipes, for the eleven months up to its disposal on 30 November 19X4. Hose Limited had been loss-making for a number of years; in the current year it generated an operating loss of £563,000 on turnover of £42,196,000. Consequently, although its disposal may lead to a reduction in the overall level of future turnover in the short term, it should nevertheless result in increased profit figures.