Annual Report and Accounts 2013

Report of the Directors

BERNADETTE ALLINSON BOARD LEGAL ADVISER AND COMPANY SECRETARY

The Directors present their report and accounts for the year ended 31 December 2013.

The Corporate Governance section and the Audit Committee report, form part of this Directors’ Report. Disclosures elsewhere in the Annual Report and Accounts are cross-referenced where appropriate. Taken together, they fulfil our disclosure requirements as discussed in the Corporate Governance section.

The Strategic Report describes the principal activities, operations, performance and financial position of the Group. The results of the Group are set out in detail in the Consolidated Financial Statements and accompanying Notes.

The principal subsidiaries, joint ventures and associates are listed in note 34 of the Notes to Consolidated Financial Statements.

directors

On 17 December 2013, the Company announced that effective 1 January 2014, Robert Woods will replace retiring director Cho Ying Davy Ho who has served as an Independent Non-Executive Director of DP World since 30 May 2007. David Williams, who has served as an Independent Non-Executive Director of DP World since 30 May 2007, will retire from his position on 28 April 2014.

In accordance with the UK Corporate Governance Code (the “Code”) and the Company’s Articles of Association (the “Articles”), all Directors offer themselves annually for re-appointment.

Biographical details of the Directors of the Company as at 31 December 2013 are given in the Board of Directors together with details of Board Committee memberships.

Details of the Directors’ remuneration and their interests in shares are given in the Corporate Governance section of this Report.

FINANCIAL INSTRUMENTS

Details regarding the use of financial instruments and financial risk management are included in the Notes to Consolidated Financial Statements.

results

The Group’s Consolidated Financial Statements for the year ended 31 December 2013 are available in the Financials section.

DIVIDENDS

The Directors recommend a final dividend in respect of the year ended 31 December 2013 of 23 US cents per share. This comprises of an increase of 10% in the ordinary dividend to 23 US cents per share. Subject to approval by shareholders, the dividend will be paid on 6 May 2014 to shareholders on the Register at close of business on 1 April 2014.

POST-BALANCE SHEET EVENTS

There are no post-balance sheet events that require disclosure in the Notes to Consolidated Financial Statements.

CORPORATE RESPONSIBILITY

DP World is committed to integrating responsible business practices across our Group and in all aspects of our operations. Our corporate responsibility strategy and achievements during 2013 are discussed further in the Corporate Responsibility section.

The Corporate Responsibility section also contains information regarding our global team of over 30,000 people and our commitment to minimising the environmental impact of our global operations, including CO2 emissions, waste and water management.

BOARD DIVERSITY

DP World recognises and embraces the benefits of having a diverse Board, and seeks increasing diversity at Board level which it sees as an essential element in maintaining the Company’s competitive advantage. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender and other qualities of directors. These differences will be considered in determining the optimum composition of the Board.

The Board Nominations and Governance Committee (“the Committee”) reviews and assesses Board composition on behalf of the Board and recommends the appointment of new Directors. In reviewing Board composition, the Committee will consider the benefits of all aspects of diversity including, but not limited to, those described above, in order to maintain an appropriate range and balance of skills, experience and background on the Board. In identifying suitable candidates for appointment to the Board, the Committee will consider candidates on merit against objective criteria and with due regard to the benefits of maintaining a balanced and diverse Board.

As part of the annual performance evaluation of the effectiveness of the Board, Board Committees and individual Directors, the Board will consider the balance of skills, experience, independence and knowledge of the Board and the diversity representation of the Board.

The Board is looking to enrich its diversity in 2014 and will provide an update in next year’s Annual Report and Accounts.

SUBSTANTIAL SHAREHOLDINGS

As at the date of this report, the Company has been notified that the following entity has an interest in the Company’s shares amounting to 5% or more.

  Class Shares Percentage
of class
Port and Free Zone World FZE Ordinary 667,735,000 80.45%

GOING CONCERN

The Directors, having made enquiries, consider that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future and therefore they consider it appropriate to adopt the going concern basis in preparing the accounts.

Further details can be found under note 2(C) to the Consolidated Financial Statements.

AUDIT INFORMATION

Having made the required enquiries, so far as the Directors in office at the date of the signing of this report are aware, there is no relevant audit information of which the auditors are unaware and each Director has taken all reasonable steps to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

ARTICLES OF ASSOCIATION

The Articles set out the internal regulation of the Company and cover such matters as the rights of shareholders, the appointment and removal of Directors and the conduct of the Board and general meetings. Subject to DIFC Companies Law and the Articles, the Directors may exercise all the powers of the Company and may delegate authorities to Committees and day-to-day management and decision making to individual Executive Directors. Details of the main Board Committees can be found in the Board Commitees section.

INDEMNITY

All Directors are entitled to indemnification from the Company to the extent permitted by the law against claims and legal expenses incurred in the course of their duties.

AUTHORITY TO PURCHASE SHARES

At the Company’s Annual General Meeting (“AGM”) on 25 April 2013, the Company was authorised to make market purchases of up to 29,050,000 ordinary shares (representing approximately 3.5% of the Company’s issued share capital). No such purchases were made during 2013. Shareholders will be asked to approve the renewal of a similar authority at the Company’s AGM to be held on 28 April 2014.

AUDITORS

The auditors, KPMG LLP, have indicated their willingness to continue in office. A resolution to re-appoint them as auditors will be proposed at the AGM to be held on 28 April 2014.

SHARE CAPITAL

As at 31 December 2013, the Company’s issued share capital was US$1,660,000,000 comprising 830,000,000 ordinary shares of US$2.00 each.

ANNUAL GENERAL MEETING

The Company’s AGM will be held on 28 April 2014 at The Wheelhouse, Jebel Ali Port, Dubai, United Arab Emirates. Full details are set out in the Notice of AGM.

By order of the Board

B Allinson
Board Legal Adviser and Company Secretary
20 March 2014