Directors' Report

Results

The results for the year are shown in the consolidated income statement.

Dividends

The directors recommend the payment of a final dividend of 9.05 pence on each of the ordinary shares entitled thereto, making a total of 14.15 pence per share for the year. Subject to shareholders’ approval at the Annual General Meeting to be held on 15 May 2009, the final dividend is expected to be paid on 1 June 2009 to shareholders registered on 27 February 2009.

Annual General Meeting

This year’s Annual General Meeting will be held at the Queen Elizabeth II Conference Centre on 15 May 2009 at 11.00am.

Directors

The directors during the year were those listed on the Board of Directors other than Mr R J Ames and Mr P Erskine who were appointed on 1 January 2009.

Biographical details of all the directors are on the Board of Directors.

Details of directors’ service contracts, their share interests and other details of their remuneration by the Company are contained in the Directors’ Remuneration Report.

Auditor and disclosure of information to the auditor

Each of the directors in office as of the date of approval of this report confirms that so far as he/she is aware, there is no relevant audit information (being information needed by the auditor in connection with preparing its report) of which the auditor is unaware and that he/she has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the auditor is aware of that information.

Share capital

At 18 February 2009, the Company had been notified of the following holdings of voting rights attaching to the Company’s shares in accordance with the Disclosure and Transparency Rules: Aberdeen Asset Management PLC – 5.01%, Citigroup Global Markets UK Equity Limited – 4.99%, Legal and General Investment Management Limited – 4.08%, MFS Investment Management – 5.04%; and Morgan Stanley Investment Management Limited – 4.91%.

The Trustee of the Ladbrokes Share Ownership Trust, which is used in connection with certain of the Company’s employee share ownership plans, waives dividends on shares in the trust not allocated to plan members.

Further details in respect of the share capital and purchases by the Company of its own shares are shown on note 29 avaliable in Notes to the Consolidated Financial Statement which forms part of this report.

Branch registration

The Company was registered as a foreign company in Australia on 7 January 2009.

Corporate responsibility

A report on Corporate Responsibility (CR) is on the Company’s website (www.ladbrokesplc.com) and highlights, which the following should be considered in conjunction with, are given in Corporate Responsibility section.

The processes described in the section “Internal control” in Corporate Responsibility section applied to CR, as did the practices described in Corporate Responsibility section for ensuring the Board is supplied with appropriate and timely information and for assisting the directors to update their knowledge. In addition to business presentations regularly made to the Board at which CR was considered as appropriate, the Board conducts an annual CR review and Board members regularly receive CR updates. CR performance is included in divisional accountability systems and remuneration arrangements. The remuneration committee in determining executive remuneration takes into account CR matters as described in the Directors’ Remuneration Report.

The risks and opportunities relating to CR in 2008 primarily revolved around the reputation of the Group and the quality of its brands. Of particular importance was the promotion of responsible gambling and the protection of children and the vulnerable. CR also impacted (i) the performance of the Group's employees on whom the Group relies for the provision of high quality services to customers and (ii) the health and safety of these employees and the customers they serve.

Performance indicators continued to be developed in accordance with Group-wide CR. No breaches of CR policies and procedures material to the Group were identified by the Board in 2008.

The identification and management of CR issues, the CR reporting framework and accuracy of any associated data has been verified by the Company’s CR adviser, Acona Group AS.

Employee policies

The Board values two-way communication between senior management and employees on all matters affecting the welfare of the business. As well as regular management roadshows and visits to operating units, conferences and meetings, communication is via the intranet and other multimedia formats.

Throughout the Group via the Staff Council, opinion surveys and feedback programmes, employees are encouraged to be involved in the running of the business. The Company’s Annual Report is made available to staff and, together with regular staff magazines, provides employees with a greater awareness of the Group’s performance as well as the financial and economic factors that affect it.

In addition, those employees who are eligible are also encouraged to become involved in the Group’s performance through participation in share schemes.

During 2008, the Company offered free shares for a value of up to £250 to employees as they completed one year’s service with the Group.

Throughout the Group, the principles of equal opportunities are recognised in the formulation and development of employment policies.

It is the Company’s policy to give full and fair consideration to applications from people with disabilities, having regard to their particular aptitudes and abilities. If an employee becomes disabled, the Company’s objective is the continued provision of suitable employment, either in the same or an alternative position, with appropriate adjustments being made if necessary. Employees with disabilities share equally in the opportunities for training, career development and promotion.

Directors’ indemnities and insurance

The Company continues to maintain Directors’ and Officers’ liability insurance. In accordance with the Company’s articles of association, the Company has entered into a deed of indemnity to the extent permitted by law with each of the directors.

Charitable donations

During 2008, in addition to donations made to overseas charities, Group companies donated £655,000 to UK charitable organisations.

Supplier payment policy

The Company agrees payment terms for its business transactions when goods and services are ordered. It ensures that suppliers are aware of the terms of payment and the relevant terms are included in contracts where appropriate. Subject to satisfactory performance by the supplier, arrangements are adhered to when making payments. At the year end, the Company had no trade creditors.

Going concern

The directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future and that it is therefore appropriate to adopt the going concern basis in preparing its financial statements.

By order of the Board

M J Noble
Secretary
19 February 2009