Results for the group are set out in the Consolidated Income Statement and in the supporting notes. A final dividend of 17p per ordinary share is proposed for the year to 31 December 2008 (2007: 15.25p). With the interim dividend, this makes a total for the year of 23.4p (2007: 21p). The final dividend will be paid on 26 June 2009 to shareholders on the register on 5 June 2009.

The terms of the Spectris plc Employee Benefit Trust provide that dividends payable on shares held within the Trust are waived to 0.01p. No dividends are payable on shares held in Treasury.

Expenditure committed to research and development is focused on new product development, applications engineering and process integration. Costs are expensed as incurred, except where the expenditure meets certain strict criteria for capitalisation. In the year to 31 December 2008, amounts expensed totalled £57.0 million (2007: £45.2 million), and no expenditure met the criteria for capitalisation (2007: £nil).

Whilst the market values of some properties differ from book values, the directors believe that the differences are not material.

The group's policy on payment of suppliers is to ensure that terms of payment accord with contractual and legal obligations. The company had no trade creditors at the year end (2007: £nil).

The directors of the company are shown here. Stephen Harris resigned from the Board on 31 January 2008. John Poulter retired from the Board following the 2008 Annual General Meeting.

John O'Higgins and John Warren retire from the Board by rotation in accordance with the Articles of Association and, being eligible, offer themselves for re-election.

The directors' total remuneration for the year and their interests in the shares of the company and its subsidiaries at 31 December 2008 are disclosed in the Directors' Remuneration Report.

In accordance with Section 309C of the Companies Act 1985 the directors disclose a qualifying third-party indemnity provision entered into between the company and its directors and officers which was in force at the date of approval of this report. This indemnity gives contractual force to the Indemnity of Officers provision contained in the company's Articles which were approved by shareholders in May 2005.

Separate resolutions to re-appoint KPMG Audit Plc as auditors and to authorise the directors to agree their remuneration will be proposed at the Annual General Meeting.

The Notice of Annual General Meeting to be held at the company's offices on Tuesday 19 May 2009 at 11.30 a.m. is contained in a separate letter from the Chairman accompanying this report.

Combined Code statement of compliance
Spectris plc is subject to the Combined Code on Corporate Governance ('the Combined Code') that is appended to the Listing Rules of the UK Listing Authority. The Combined Code sets out principles and provisions relating to the good governance of companies.

Corporate governance has been and remains the responsibility of the whole Board. This statement describes how the company applied the principles and complied with the provisions of the Combined Code during 2008. The Board considers that it was throughout the year and continues to be in full compliance with the provisions set out in Section 1 of the Combined Code, save that:

Board composition and procedures
The Board meets formally at regular intervals throughout the year to consider developments in relation to the company's strategy and long-term objectives and to review trading results and operational and business issues. In particular it deals with those matters reserved to it for decision, including the acquisition and disposal of businesses, major capital expenditure, the appointment and, where necessary, removal of directors and Board and senior management succession planning. Additional meetings are convened as required to consider specific topics requiring immediate decision. Usually, two meetings each year are held at operating locations and encompass a detailed review of the relevant business. Operational decisions are delegated by the Board to senior management at trading company level over which the executive directors exercise supervision. All directors receive detailed progress reports one week prior to each Board meeting.

The Board currently comprises the Chairman, three executive directors and three non-executive directors. The Board considers its non-executive directors (Peter Chambré, Anthony Reading and John Warren) to be independent, in that none of them are or have ever been holders of an executive office with the company. The positions of Chairman, Chief Executive and senior independent director are held by separate individuals and, in accordance with the Combined Code, the Board has adopted written profiles for the first two of these. The non-executive directors have all had senior experience in other organisations and offer independent judgement on Board matters. The Chairman's other significant interests are as non-executive chairman of Intec Telecom Systems plc and Telecity Group plc, non-executive deputy chairman of Parity Group plc and non-executive director of Chloride Group plc and Barco N.V. The Board believes that the Chairman's obligations to the company are unaffected by these directorships.

There are procedures for individual Board members to receive induction and training as appropriate and to solicit independent professional advice at the group's expense where specific expertise is required in the course of exercising their duties. All directors have access to the company secretary, who is responsible for ensuring compliance with appropriate statutes and regulations.

All directors are subject to re-election by shareholders at the first Annual General Meeting after their appointment and thereafter at intervals of no more than three years.

The Board delegates specific responsibilities to Board committees, notably the nomination, remuneration and audit committees. The terms of reference of these committees are published on the company's website and the following additional documents are available to shareholders on application to the company secretary:

Board and committee meeting attendance 2008

	Board	Remuneration committee	Audit committee	Nomination committee
Total meetings during year	13	4	3	1
J L M Hughes (Chairman)	13	4	2	n/a
A J Reading (senior independent director)	13	4	3	1
P A Chambré	11	4	3	n/a
J A Warren	12	4	3	n/a
J E O'Higgins (Chief Executive)	13	n/a	n/a	1
C G Watson	13	n/a	n/a	n/a
J C Webster	13	n/a	n/a	n/a
S C Harris	2	n/a	n/a	n/a
J W Poulter	4	n/a	n/a	-

S C Harris and J W Poulter held office for part of the year only. S C Harris attended both of the two Board meetings which he was eligible to attend. J W Poulter attended four of the five Board meetings he was eligible to attend and did not attend the nomination committee meeting he was eligible to attend as its subject matter concerned his succession as Chairman.

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