Annual Report and Financial Statements 2002
Contents
30 Years Growth
Chairman's Statement
Chief Executive's Review
Finance Director's Review
Camping Division
Hotel Breaks
Adventure Holidays
Directors
Shareholder information
Directors' Report
Remuneration
Corporate Governance
Internal Control
Independent Auditors’ Report
Consolidated Profit & Loss Account
Balance Sheets
Consolidated Cashflow Statement
Statement of Accounting Policies
Notes to the Financial Statements
Holiday Brochure Requests

Directors' Report
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directors

The Board of Holidaybreak plc consists of six executive directors and three non-executive directors. In addition to the Chief Executive and Finance Director, the managing directors of the three operating divisions (in the case of Hotel Breaks joint managing directors) are members of the Board.


DIRECTORS
The directors of the Company who served during the year were as follows:

NON-EXECUTIVE DIRECTORS   EXECUTIVE DIRECTORS
H.A. Crichton-Miller (Chairman)   R.W. Atkinson
P.J. Folkman (resigned 5 April 2002)   R.G. Baddeley
C.H. McLintock (senior director)   J.R. Crew
J.A.S. Wallace (appointed 1 May 2002)   N.P. Cust
    S.J. Tobin
    M.C. Wray

Left to right: Simon Tobin, Nick Cust, James Wallace,
Clive McClintock, Jim Crew, Julie Vickers (Company Secretary),
Angus Crichton-Miller, Richard Atkinson, Bob Baddeley, Mark Wray.


Angus Crichton-Miller will be retiring from his position as Chairman and from the Board at the end of May 2003. His successor will be Robert Ayling, former Chief Executive of British Airways. He will join the Board as a non-executive director and Chairman Designate on 1 February 2003.

In accordance with the Articles of Association, Robert Ayling will retire at the 2003 Annual General Meeting and will stand for re-election. His biographical details, together with details of directors’ service agreements, are included in the Circular to Shareholders which accompanies this Annual Report and Financial Statements. In addition, James Wallace, who was appointed a director on 1 May 2002, also retires in accordance with the Articles of Association and stands for re-election. James Wallace is senior non-executive director and Chairman of the Audit Committee.

Nick Cust, Mark Wray and Clive McLintock retire by rotation at the 2003 Annual General Meeting and are standing for re-election. Nick Cust and Mark Wray are Joint Managing Directors of the Hotel Breaks Division and Clive McLintock is a non-executive director and Chairman of the Remuneration Committee.

Directors’ Biographies
Brief biographies of the Company’s directors are given below. Fuller information on the directors and biographies of divisional board directors can be found on our website at www.holidaybreak.co.uk.

NON-EXECUTIVE DIRECTORS
Angus Crichton-Miller (63) Chairman
Joined Rank Group plc in 1969 and was appointed to the Main Board in 1982. Managing Director of Rank Holidays and Hotels Division from 1990 until 1996. From 1997 to 2001 he was Chairman of the Racecourse Association and a director of the British Horseracing Board and the Horseracing Betting Levy Board. Holds two other non-executive directorships including TDG plc. Appointed non-executive director of Holidaybreak plc in December 1996 and became Chairman in June of the following year.

Clive McLintock (64) Senior Non-executive Director and Chairman of the Remuneration Committee
Became a founder director of Barclays Development Capital Ltd in 1979 after a career in scientific instrument marketing management and in the City with a quoted investment trust. Has subsequently held a variety of board positions, including a non-executive directorship with Unijet Group plc from 1991 to 1996. Currently Chairman of Forum 21 Ltd, a business development support company that he founded in 1995. Appointed a nonexecutive director of Holidaybreak plc in August 1999.

James Wallace (59) Non-executive Director and Chairman of the Audit Committee
A Chartered Accountant who joined Pifco Holdings plc in 1971, becoming Finance Director in 1976 and subsequently Deputy Chairman. Left Pifco in 2001 following an agreed take-over. Was appointed Non-executive Chairman of Bodycote International plc in 2001 having served on the board as a non-executive director since 1994. He is also Chairman of the Lowry Theatres and Galleries in Manchester. Appointed as a non-executive director of Holidaybreak plc in May 2002.

Directors' Report
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