Annual Report & Accounts 2008
Innovation
through Success Contents
Innovation has nothing to do with 
how much you spend on R&D. It’s 
about the people you have, how 
they’re led and how much you get it. 
Steve Jobs
Financial highlights 1
Chairman’s statement 2
Chief Executive’s review 4
Financial review 10
Safety, health and the environment 14
Board of directors 20
Directors’ report 22
Directors’ remuneration report 25
Corporate governance 33
Group independent auditor’s report 39
Group income statement 40
Group statement of recognised income and expense 40
Group balance sheet 41
Group cash flow statement 42
Group cash flow notes 43
Group accounting policies 44
Notes to the Group accounts 52
Company independent auditor’s report 74
Company balance sheet 75
Company accounting policies 76
Notes to the Company accounts 77
Principal subsidiary companies 80
Shareholder information 81
Five year record 84 Financial highlights
1
2008 2007 
Revenue - continuing operations £956.4m £804.8m
Profit before tax - continuing operations before exceptional items £98.4m £60.8m
Profit before tax - total before exceptional items £103.1m £74.7m
Profit before tax £98.4m £55.2m
Earnings per share - continuing operations before exceptional items 49.6p 29.7p
Earnings per share - total before exceptional items 51.7p 37.1p
Earnings per share - basic 45.3p 64.8p
Dividends per share 19.75p 15.75p
Gearing 150.1% 166.6%
Sales by market 1998
n Consumer Care 35%
n Industrial Specialities 65%
Sales by market 2008*
n Consumer Care 46%
n Industrial Specialities 54%
Sales by destination 1998
n Europe 57%
n Americas 26%
n Asia 7%
n Rest of World 10%
Sales by destination 2008*
n Europe 52%
n Americas 29%
n Asia 14%
n Rest of World 5%
* Continuing operations Chairman’s statement
2
Results
Turnover increased by 18.8% to £956.4m  
(2007: £804.8m). Average selling prices were up 
18.5%, more than compensating for the 11.2% 
volume shortfall caused by our deliberate strategy of 
reducing the ex-Uniqema commodity business and 
weak industrial markets in the second half. Currency 
translation added a further 11.5% to the growth. 
Turnover in our core Consumer Care division was up 
28.0% and up 11.9% in Industrial Specialities.
Continuing pre-tax profit before exceptional items 
increased by 61.8% to £98.4m (2007: £60.8m). 
Earnings per share before exceptional items increased 
by 39.4% to 51.7p (2007: 37.1p), despite the dilution 
from the business disposals discussed below.
Disposals
We disposed of our associate, Baxenden Chemicals, 
in February 2008 to Chemtura Corporation for 
£13.0m and our Chicago Oleochemical business was 
sold to H.I.G. Capital LLC in May 2008 for £46.8m. 
These disposals further reduced Croda’s exposure to 
commodity and industrial markets.
Dividend
In 2007, we changed our dividend policy from one 
of modest dividend growth, whilst building dividend 
cover, to payouts growing more in line with earnings. 
As a consequence of the strong trading performance, 
the Board has increased the final dividend by 25.5% 
to 13.55p, making a total of 19.75p for the year. This 
represents an increase of 25.4% versus the 15.75p 
paid out for 2007. 
Outlook
We have started 2009 in line with expectations. The 
broad trading trends of resilient Consumer Care 
demand, weaker industrial markets and favourable 
currency translation are continuing. We are confident 
of making further progress in the year ahead.
Martin Flower 
Non-executive Chairman
I am very pleased to announce that 2008 was another year of excellent 
progress for Croda. The Group’s ability to produce record sales and profits 
demonstrates the robustness of the underlying business and the continuing 
strength in our core market sectors. Furthermore, these results were 
achieved despite a difficult economic environment with steeply rising raw 
material costs in the first half and weak industrial markets, particularly in the 
second half. Overall, the Group saw double digit sales and profit growth in 
every quarter, with our Consumer Care business trading particularly well.
Chairman’s statement 3
Wind turbine at Hull factory Croda was the first chemical company in the UK to build and operate 
a 2MW wind turbine to cut costs and CO
2
 emissions. The turbine is producing 40% of the Hull site’s 
electricity needs and exporting any excess to the national grid.
The best way to predict the future is 
to invent it. 
Alan Kay
Martin Flower Non-executive Chairman Chief Executive’s review
4
The heart and soul of the company is 
creativity and innovation.
Robert Iger
Depilene Retards hair growth – new in antiperspirants in 2009. 5
Mike Humphrey Group Chief Executive
Full Year Results
For the full year, we increased continuing pre-tax 
profit before exceptionals by 61.8% to a record 
£98.4m. This was achieved by the hard work of the 
whole team in completing the integration of Uniqema, 
in the timely disposal of non-core businesses and our 
relentless focus on pricing in the face of rampant raw 
material cost inflation. In our Consumer Care business 
we maintained our target margins and improved 
turnover by 28.0%. Innovation is the key driver in 
these attractive markets, coupled with the unrivalled 
quality of our product offering and the strong 
technical sales and marketing teams across the world.
The result from Industrial Specialities was even 
further ahead, with profits up from £8.9m to £24.8m. 
As discussed elsewhere, some of this increase came 
from the abnormally high glycerine prices, which have 
now fallen back. Also, most of the markets served 
by this business were substantially depressed in the 
second half of 2008.
Current and Future Market Trends 
Consumer Care
In spite of strong macro economic headwinds, sales 
rose 28.0% in 2008, with the strongest growth in the 
fourth quarter. Within Consumer Care, there are four 
sectors – Personal Care, Health Care, Home Care 
and Crop Care.
Personal Care
The main drivers of the continued global growth 
in this market are vanity and an ageing population. 
Other major drivers include a move to “naturals” and 
ever more stringent quality standards. The industry 
has a growing appetite for innovation and Croda is 
recognised as a world leader in speciality ingredients 
for the whole range of Personal Care products. 
Added impetus to growth is provided by the rapid 
evolution of developing markets such as Asia and 
Latin America. We expect these factors to continue 
to underpin growth in global personal care markets 
for the foreseeable future. Croda’s ingredients 
represent a very small proportion of the final selling 
price of a personal care product, but they are often 
the reason the product has an effect and, perhaps, 
more importantly, sells. The pipeline of new products 
continues to grow from our research teams across 
the world, which gives us great confidence that we 
can maintain our position of leadership in this vibrant 
market.
2008 was the most tumultuous and difficult year in living memory for the 
global chemical industry. The first half was characterised by unprecedented 
rises in raw material and energy costs. The second half saw a precipitous 
fall in demand in markets related to vehicles, consumer durables and 
construction. T en years ago we decided to focus on markets that had 
intrinsic growth in good times and bad, and it is this strategic focus that has 
enabled Croda to weather the storms and produce record sales and profits.
40% reduction of hair after  
a 2-month treatment Chief Executive’s review
6
Health Care
The main drivers in this market are the developed 
world’s increasing focus on well-being, the ageing 
population demographic and a move to “natural” self 
medication. These factors have meant high growth 
rates and we expect these to continue even during a 
global slowdown. Croda’s two main areas of expertise 
are in excipients and in essential fatty acids. Excipients 
are the vehicles for topical medicaments which may 
also aid recovery, such as high purity lanolin in wound 
care. Croda is also a world leader in the production 
of high purity essential fatty acids, such as Omega 3 
lipids for nutritional supplements and, increasingly, for 
therapeutic treatment of heart and inflammatory 
problems.
Home Care
The global market for household products has seen 
many years of growth. The market is driven by a 
growing global population, hygiene and pride in the 
appearance of one’s home. Croda provides natural 
solutions to a market that is moving inexorably 
towards more biodegradable and concentrated 
products with lower environmental impact. Innovation 
is at the forefront of the major household product 
companies and Croda’s historic expertise in natural 
ingredients makes us an ideal partner in formulating 
products ranging from fabric softeners to toilet 
cleaners.
Crop Care
The key drivers in this market are the growing food 
demands of a rapidly expanding global population, 
coupled with the pressure on agrochemical 
companies to constantly reduce their environmental 
impact. Croda is a world leader in the design and 
production of adjuvants and vehicles for a variety of 
agrochemical actives and works with all the major 
companies in the market. This was one of our fastest 
growing sectors in 2008 and the market is expected 
to show good progress in the future.
Industrial Specialities
The main parts of this business are Polymer Additives, 
Lubricant Additives and Coatings Additives plus 
a number of smaller market areas such as water 
treatment.
These businesses are more exposed to the industries 
most affected by the current recession. Demand in 
the second half of 2008 was reduced and we expect 
this to continue in the first half of 2009. In spite of the 
second half severe downturn in the more industrial 
markets, the business overall grew sales by 11.9% in 
2008. Sales in the fourth quarter actually declined by 
15.7%. Our strategy has been to reduce our exposure 
to the more commoditised products in the portfolio 
and the recent market shocks have convinced us that 
we are moving in the right direction. 
Never before in history has 
innovation offered promise of so 
much to so many in so short a time.
Bill Gates 7
Vegetable Omega 3 The value to human health of Omega 3 supplements is now accepted by the 
worldwide medical profession. Until now, the only viable source of these fatty acids was marine oil. 
Croda has patented Omega 3 products derived from echium oil, a plant seed oil. This has taken many 
years to commercialise through crop development and larger scale planting. 8
LoVoCoat A green innovation for the surface coatings industry which allows the incorporation of 
more water, resulting in more environmentally friendly paints. 9
Chief Executive’s review
These operations are more 
exposed to global GDP trends, but 
our focus on innovating the product 
range and on more speciality 
products has helped soften the 
blow of the global downturn. 
Operating profits for 2008 in 
Industrial Specialities almost trebled 
and, although boosted to a certain 
extent by favourable glycerine 
pricing, this result is a testament to 
our plan to improve the product 
mix and adhere strictly to a price 
before volume policy.
We expect these markets to remain 
depressed during the first half of 
2009. We will continue the planned 
restructuring in this business to 
ensure its exposure to the more 
commodity oleochemicals markets 
is substantially reduced.
Strategy
Our strategy has been unchanged for ten years. We 
aim to be a leading, independent, global speciality 
chemicals company. We only invest in businesses 
if they can be truly global, can create innovative 
technology, can operate in markets with long term 
growth significantly higher than global GDP and can 
realistically sustain high operating margins.
Our success is predicated on choosing the right 
markets and our focus markets have been selected 
based on these criteria. But choosing correctly is not 
enough. We have also invested in innovative plant and 
processes to enhance our leadership position. We 
have an innovation culture deeply embedded in the 
whole Croda organisation, especially in our Research 
teams and our global Sales and Marketing units. We 
are also innovative in our responses to the global 
challenges to society and the environment.
Our operating companies are set sales, profit growth 
and operating margin targets that form the basis of 
our budgets and strategic plans. We report annually 
on our progress against five key financial performance 
indicators:
n	 Return on sales 
n	 EPS growth 
n	 Post tax ROIC 
n	 Net debt to EBITDA 
n	 EBITDA to interest cover
Our relentless focus on our customers and on 
innovation has brought us success in the past and we 
will continue this focus to create our future success
Mike Humphrey 
Group Chief Executive
Creativity is thinking up new things. 
Innovation is doing new things.
Theodore Levitt   Financial review
10
Glycerine
Our results for the year were enhanced by very 
favourable glycerine pricing, worth £6.2m versus 
2007. The major part (£4.9m) of this benefit came 
in the first half. Of the £1.3m benefit accruing to the 
second half, £1.7m occurred in the third quarter with 
a £0.4m adverse variance in the fourth quarter. As 
discussed in the interim results, this windfall benefit is 
not expected to be repeated in 2009.
Exceptional Items
Apart from the £8.6m net loss on sale from the 
disposals of Baxenden and Chicago (2007: £41.0m 
profit), there was no other impact on the income 
statement from exceptional items in 2008  
(2007: £5.6m charge).
Earnings per Share
Across the Group we incurred a slightly lower tax 
rate of 32.0% (2007: 33.9%) helped by reducing 
rates in the United Kingdom, Germany and Italy. This 
enhanced the growth in earnings per share before 
exceptional items, which increased by 39.4% to 51.7p 
(2007: 37.1p). 
Dividend
The final dividend will be increased by 25.5% to 
13.55p making a total of 19.75p for the year, an 
increase of 25.4% versus the 15.75p paid out for 
2007. Dividend cover increases to 2.6 times. 
Debt and Liquidity
Despite strong underlying cash generation and 
disposals our net debt increased to £398.1m from 
£366.0m last year due to £60.5m of currency 
translation and the effect of raw material price 
inflation on inventories. 
At year end exchange rates we have £476m 
of committed bank facilities plus a number of 
uncommitted credit lines. The majority of the 
committed facilities run to June 2011. 
Debt/EBITDA for 2008 stood at 2.6 times (2007: 
2.8 times) despite the adverse year end currency 
translation. This is well within our covenanted level 
of 3 times. EBITDA interest cover was 9.4 times 
for the year (2007: 5.8 times), again exceeding the 
covenanted level of 4 times.
Pensions
On an IAS19 basis, our pension deficit stood at 
£88.5m at the year end (2007: £59.3m). This is 
little changed from the half year despite volatile 
financial markets. The currency benefit from having a 
proportion of our assets overseas has softened the 
effect of falling equity markets. Within the total, the 
main scheme in the UK has a small surplus of £1.8m 
(2007: £7.5m deficit). The largest deficits are in the 
US schemes (£43.2m) and the unfunded German 
schemes (£34.1m).
In 2008 interest costs in the income statement (but 
not the cash flow) benefited from a pension funding 
credit of £7.1m (2007: £5.0m). As a result of the 
increased pension deficit and fall in gross asset and 
liability values, the figure for 2009 is expected to be 
close to zero.
The triennial valuation of the UK fund is underway 
with 1 October 2008 as the reference date. The 
increased deficit versus 2005 is likely to result in a 
moderately higher cash contribution to the pension 
fund in 2009 than that seen in 2008.
Pre-tax profit
The operating results for the continuing businesses are discussed in the 
Chairman’s Statement and the Chief Executive’s Review.
Continuing operating profit before exceptionals was up 38.2% at £114.7m 
(2007: £83.0m). Currency translation accounted for £10.2m of the increase 
and £6.2m came from favourable glycerine pricing.
Net financial expenses were lower in 2008 at £16.3m due to lower interest 
rates and a higher pension funding credit which resulted in a pre-tax profit 
figure before exceptionals of £98.4m, up 61.8% on 2007. Pre-tax profit 
including discontinued activities was £103.1m (2007: £74.7m), an increase  
of 38.0%.
10 11
Sean Christie Group Finance Director
Financial KPIs
Performance on our 5 key KPIs (before exceptionals) 
is shown in the following table:
All KPIs showed a substantial improvement over 
2007 and all were ahead of target except return 
on sales where we continue to make significant 
progress towards our goal. The return on sales target 
subdivides into 20% for Consumer Care, which we 
are achieving, and 10% for Industrial Specialities which 
is where the shortfall arises. As Croda moves away 
from commodities (apart from by-products arising 
from speciality manufacture) we will move closer to 
our target margin in this division.
Risk Management
Croda co-ordinates its approach to risk management 
globally through its Risk Management Committee. 
This committee is chaired by the Finance Director 
and comprises the heads of each global business unit, 
the Group Financial Controller and the Company 
Secretary. It meets quarterly and reports directly to 
the Board.
Risks facing the group are regularly reviewed and the 
committee evaluates the controls and procedures we 
have in place to mitigate these risks.
The key risks facing Croda are ranked in order of a 
combination of economic consequence and likelihood 
of occurrence as follows:
People and Process
Major site event involving the loss of a site 
Significant operational problems could have an 
adverse effect on Croda’s financial position. We 
are reliant on the continued operation of various 
manufacturing sites.
Loss of key personnel 
We rely on employees such as divisional boards 
and technical experts whose vision and knowledge 
is critical to maintaining the companies’ success. We 
have procedures in place to identify and retain key 
employees and develop succession plans for key 
positions.
Interruption of raw material supply 
Interruption of key raw materials would 
significantly impact operations and our financial 
position. Interruption of supply could arise from 
implementation of new more rigorous legislation, 
or from market shortage. We purchase key raw 
materials under long term contracts and manage our 
raw materials stock levels taking these considerations 
into account.
Major environmental incident 
Violations of environmental, health and safety 
regulations could limit operations and expose the 
company to liability, cost and reputational impact. In 
addition to maintaining compliance with national and 
international standards, we maintain strictly audited 
internal safety and health programmes.
EPS and dividend
0
2004 2005 2006 2007 2008
DPS
EPS
5
10
15
20
25
30
35
40
45
50
55
Target 2008 2007
Return on sales >15% 12.0% 10.3%
EPS growth +5-10% +39.4% +28.4%
Post tax ROIC >WACC 9.8% 8.1%
Debt/EBITDA <3x 2.6x 2.8x
EBITDA interest cover >4x 9.4x 5.8x Financial review
12
External environment
Product liability  
Croda sells into a number of highly regulated markets. 
Non compliance with quality regulations could 
expose the company to liability. Quality management 
procedures are in place for each site, and all 
manufacturing sites hold or are working towards 
ISO9001 standards, and this year major sites have 
been audited against Good Manufacturing Practice 
(GMP) standards.
Regulatory compliance 
As a chemical producer, Croda is subject to a number 
of National Chemical legislations and violation of 
these could limit markets into which we can sell. 
The most significant legislation currently facing the 
Group is the implementation of REACH (Registration, 
Evaluation and Authorisation of Chemicals) in Europe. 
We have introduced a range of procedures which 
will ensure that we are well prepared for the new 
regulations and pre-registration has been completed 
for all relevant chemicals.
Business systems
IT systems failure 
Croda relies on IT systems to operate effectively and 
efficiently and to facilitate communication globally. 
Failure of these systems for a prolonged period of 
time will have an impact on operations and ultimately 
our financial position.
Following the acquisition of Uniqema, Croda inherited 
a number of diverse IT systems. Failure to integrate 
these quickly (or failure of the systems themselves) 
will hinder effective communication throughout the 
group and distract focus.  
We have a Global IT group who are experienced in 
IT implementation and back up processes and we 
have hot standby systems in place.
Financial
Management of pension fund assets 
Croda has legal commitments relating to provision of 
pensions and the operation of the pension scheme. 
Pension fund assets are managed by independent 
investment managers but in current market conditions 
increased future funding requirements may have an 
adverse effect on Croda’s financial position.
Working capital management 
Cash flow generation from the effective management 
of working capital is required to support the cash 
outflows arising from servicing of debt, capital 
programmes, and pension fund requirements.
A nominated member of the risk committee is 
responsible for ensuring best practice is followed in 
tackling each risk area and that continuous progress is 
made in reducing the risks faced by the Group.
All divisions, sites and certain functions have risk 
registers relevant to their area which are reviewed by 
internal audit to ensure they are appropriate and the 
necessary controls are in place.
Sean Christie 
Group Finance Director
ROIC - target > WACC
Financial KPIs
Returns on sales - target 15%
Debt ratios
EPS growth - target 5-10% pa
0%
0%
0
0%
2004
2004
2004
EBITDA interest cover 
Target > 4x
Debt/EBITDA 
Target < 3x
2004
2005
2005
2005
2005
2006
2006
2006
2006
2007
2007
2007
2007
2008
2008
2008
2008
5%
10%
10%
5%
15%
5
20%
15%
20%
10
40% 13
Sustainable energy A major project at our Emmerich site was the installation of two new triple action 
steam generators, capable of burning gas, side streams and all of the site’s volatile organic compound 
(VOC) streams. This not only gave cost savings but led to a reduction in greenhouse gas emissions.
Innovation is the central issue in 
economic prosperity.  
Michael Porter Safety, health and the 
environment
14
Principles:
1. We believe that all accidents, incidents and work  
 related ill health are preventable and we manage  
 our business with this aim, including the provision  
 of adequate resources for the prevention of major  
 accident hazards.
2. Because we are human, mistakes can be made; but  
 because we are committed, intelligent human  
 beings, we investigate to identify the basic causes  
 and take action to prevent these mistakes being  
 repeated.
3.  As an absolute minimum we will comply with all  
 national regulations but in addition we set our own 
 demanding internal corporate standards on  
 matters relating to safety, health and the   
 environment and endeavour to comply with them  
 throughout our international operations.
4. Site management teams within the Company are  
 measured for their contribution to the continuous  
 improvement of safety, health and environmental  
 performance in their area of responsibility.   
 Individual employees each have a responsibility to  
 participate in and contribute to the improvement  
 of the corporate SHE performance.
5. We will continue to search out new ways of  
 conserving all the natural resources used in our  
 processes.
6.  We will continue to innovate in order to improve  
 our products and processes so that their effect on  
 safety, health and the environment is reduced.
7.  We will continue to improve communication and  
 the exchange of views with employees, employee  
 representatives, customers, contractors, suppliers,  
 neighbours and any other individual or organisation  
 affected by our business.
We have assessed the significant safety, health and 
environmental hazards posed by the Company’s 
activities, and an appropriate set of arrangements 
has been implemented to control these hazards. The 
effectiveness of these arrangements is monitored 
and reviewed on a regular basis with action taken 
to redress any deficiencies and ensure continuous 
improvement.
Mike Humphrey 
Group Chief Executive 
Director responsible for SHE
Croda International Plc Safety, Health and Environment policy
Croda is a manufacturer of speciality chemicals currently employing 
approximately 3,500 people worldwide.
The Company operates its business in a manner which actively seeks to 
prevent or minimise the possibility of its operations causing harm to people, 
plants or animals. We strive to provide the resources to educate and involve 
every individual in the Company in achieving this objective. 
It is my belief that aspiring to excellence in the management of safety, 
health and the environment is vital to ensuring the long term future and 
profitability of the Company. 15
The Group controls its business by the delegation of 
much of its management responsibility, including SHE 
matters, to its site heads and senior managers. 
The overall strategy, development of policy and 
review of SHE performance within the Group is 
controlled by the Group SHE Steering Committee. 
The Group SHE department assists in setting 
standards, providing guidance, brokering best practice 
and auditing the sites against international standards 
as well as Croda internal standards.
In 2007, a new Group SHE Manual was produced 
to combine the best practices available from Croda 
and Uniqema following the acquisition of Uniqema 
in September 2006. This document provides the 
framework upon which the individual site SHE 
management systems are based. Sites are regularly 
audited for compliance with this Manual and all Croda 
manufacturing sites have the objective of certification 
to BS EN ISO 14001 and BS OHSAS 18001 by the 
end of 2010.
The results of SHE audits and other relevant 
performance indicators are used to focus the 
Group SHE initiatives and the annual Group SHE 
objectives. The audit process, used by the Group SHE 
department to audit the manufacturing sites, has 
been externally validated by BSI in 2004 as being in 
accordance with BS EN ISO 19011 auditing guidelines 
for quality/environmental management systems.
Indicators of SHE performance
The Group has published annual safety, health and 
environmental objectives and targets since 2001. 
A new set of five year continuous improvement 
targets for the key safety and environmental 
objectives were issued in 2007, using 2006 as the 
baseline and running until 2011.
Where necessary, the performance against these 
objectives and targets has been re-based on current 
manufacturing operations at the end of 2008. 
From this point forward, innovation 
will be the compass by which the 
company sets its direction.
Bill Ford   Safety, health and the 
environment
16
The first target for all former Croda sites to be certified to BS OHSAS 18001 by 2009 has been 
successfully achieved. With respect to the second target, two of the former Uniqema sites are already 
certified to both BS EN ISO 14001 and BS OHSAS 18001 and the remaining nine sites are expected 
to achieve certification by the target date.
In 2008, the Group energy efficiency per tonne declined by 6.1% compared to 2007 and has declined 
by 7.7% since 2006. Overall energy use by the Group reduced by 3.6% compared to 2007 and has 
reduced by 9.25% since 2006. This was partly due to much reduced manufacturing volumes in 2008.
Progress with energy reduction projects is demonstrated by our continued compliance with the energy 
reduction targets of the UK Climate Change Agreement and the EU Emissions Trading Scheme. During 
the year, two sustainable energy projects were completed;
- a wind turbine capable of supplying 40% of the energy needs of the Hull site.
- a steam generator plant fuelled by waste combustible gases, biofuel and natural gas. In 2009, it is  
 expected to provide 15% of the Emmerich site’s energy needs from biofuel.
In 2008, there was a 20.4% reduction in the amount of VOCs per tonne released to air compared to 
2007 and an overall reduction of 18.8% since 2006. This improvement was due to major investment 
during the period to control the releases of VOCs.
Objective
T o continually improve the effectiveness of our SHE management systems.
Objective
T o continually improve the energy efficiency of our manufacturing processes.
Objective
T o minimise the mass of VOCs released to air from our processes.
Target
All former Croda manufacturing sites to be certified to BS OHSAS 18001 by 2009.
All former Uniqema manufacturing sites to be certified to BS EN ISO 14001 and BS OHSAS 18001 by 
2011.
Target
Based on 2006, to improve energy efficiency (GJ/tonne manufactured) at all manufacturing sites by 2% 
each year (8% overall) until the end of 2010.
Target
Based on 2006, all manufacturing sites to reduce VOC emissions (kg/tonne manufactured) by 5% per 
year (20% overall) until the end of 2010.
SHE management
Energy consumption
Air emissions of volatile organic compounds (VOCs)
Indicators of SHE performance 17
The waste data relates to waste generated by the manufacturing operations. One off disposals of 
waste not directly associated with the manufacturing process, for example, construction excavations or 
contaminated land remediation, are excluded.
In 2008, waste disposed to landfill per manufactured tonne reduced by 18.0% compared to 2007 and 
has reduced by 31.4% since 2006.
In 2008, the compliance with our effluent discharge consents improved to 96.7% compared to 94.8% in 
2007 and the baseline compliance of 90.8% in 2006.
Objective
T o minimise the quantities of waste disposed to landfill.
Objective
T o reduce the environmental impact the Group has on controlled waters. 
Target
Based on 2006, to reduce waste to landfill (kg/tonne manufactured) by 5% each year (20% overall) until 
the end of 2010.
Target
All manufacturing sites to achieve greater than 97.5% compliance with their effluent discharge consents 
in every year and for year on year continuous improvement towards 100% compliance.
Waste disposal
Waste water discharges
In 2008, the mains water used per manufactured tonne increased by 15.1% compared to 2007 and has 
increased by 19.5% since 2006*. Overall mains water used by the Group has increased by 0.8% since 
2006. Again this is due to the reduced manufacturing tonnage in 2008.
*In November 2007 the Atlas Point site acquired an adjacent company with which it already shared utility services. It has not 
been possible to accurately separate the respective use of mains water by the two sites prior to this time and the data for the 
site has been omitted from the calculation of this performance objective.
Objective
T o reduce the Group requirements for mains water.
Target
All manufacturing sites to reduce the use of mains water (m
3
 per tonne manufactured) by 25% per 
tonne manufactured by 2009.
Consumption of mains water Safety, health and the 
environment
18
SHE initiatives 2008
Personal accidents
In 2008, there was an increase in the reportable 
accident rate of 0.27 to 0.35 per 100,000 man hours, 
taking Croda just above the industry average of 0.32. 
The Group takes this increase very seriously and 
has started several initiatives to increase personal 
awareness of hazards, better accident reporting and 
improved communication around the Group of 
lessons to be learned from accident investigations.
Process safety performance
Croda recognises that whilst the personal injury 
accident rate is an important indicator of SHE 
performance, it is also critical to monitor those 
events which might lead to process incidents. Very 
infrequently such an event can result in a catastrophic 
accident. It is important that these events are 
recognised so that remedial action can be taken 
and the risk of a catastrophic accident reduced. 
As reported last year the Group has developed 
and implemented a system for monitoring the 
performance of those engineering control measures 
which are critical to the safe operation of its 
processes.
This initiative has now taken the form of a set of 
Group process safety objectives.
Objective
T o assess the individual risk of fatality from the site activities and to identify whether this risk meets a 
recognised criterion.
Target
T o use improved risk assessment techniques to confirm that the individual risk of fatality from site 
activities meets the Group criterion by end of 2009.
Assessment of process risks
The world leaders in innovation and 
creativity will also be world leaders 
in everything else.
Harold R. McAlindon   19
During the final quarter of 2008 the Group 
commenced a series of lengthy detailed audits of the 
process safety management system at each of our 
manufacturing sites against the standards identified in 
the Group SHE Manual.
Enforcement action
In 2008, the Group was prosecuted in the UK by the 
Environment Agency for an unauthorised release to 
air and was fined £24,000 plus costs.
The Group was also fined $5,500 plus costs in the 
USA for a failure to perform leak detection and repair 
procedures in the second half of 2005. This was prior 
to the acquisition of the site by Croda in  
September 2006.
The Group also reached an out of court settlement 
with the Public Prosecutor in Holland for alleged 
waste disposal offences during 2004 to 2006. This 
period was prior to the acquisition of the site by 
Croda in September 2006.
Objective
T o demonstrate and monitor the effectiveness of control for each process.
Objective
T o regularly review the process risk assessments.
Objective
T o reduce process risks to as low as reasonably practicable.
Target
T o clearly and concisely record the critical parameters and controls that are in place for the safe 
operation of all processes by the end of 2009.
T o develop a system to monitor, investigate and report all significant deviations from the safe process 
conditions by the end of 2009.
Target
T o develop a programme to ensure that all process risk assessments are reviewed at least once every 
five years.
T o monitor the timely completion of the review programme.
Target
T o ensure that actions arising from process risk assessments are prioritised and appropriately managed.
T o monitor completion rates of all actions.
Control of process risks
Review of process risks
Reduction of process risk Board of directors
20
Martin Flower  
Non-executive Chairman 
Martin Flower was appointed to the Croda Board 
in May 2005 and became Chairman at the end of 
September 2005. He is chairman of the Nomination 
Committee and a member of the Remuneration 
Committee. He formerly held various senior 
executive positions over 36 years with Coats plc, 
culminating in a period as Chairman before his 
retirement in 2004, and he was Deputy Chairman and 
Senior Independent Director of Severn Trent Plc until 
June 2006. He is currently a non-executive director of 
The Morgan Crucible Company plc and Low & Bonar 
PLC and the Chairman of Alpha Group Plc.
Sean Christie BSc, FCMA, FCT 
Group Finance Director 
Sean Christie was appointed to the Croda Board as 
Group Finance Director in April 2006. He previously 
held a number of senior finance positions in Northern 
Foods Plc and was Group Finance Director from 
1994 to 2004. He is a non-executive director of 
Cherry Valley Farms Ltd. 
Michael Buzzacott* BA, FCCA 
Independent non-executive director 
Michael Buzzacott joined the Croda Board in August 
2004 and was appointed Chairman of the Audit 
Committee in April 2007. Prior to his retirement 
in 2004, he spent over 34 years with BP where he 
held a number of senior international roles including 
Regional Finance and Control Director for Asia, Chief 
Executive Polymers and Olefins Division and finally 
Group Vice President Petrochemicals. He is a non-
executive director of Rexam PLC and Scapa  
Group plc.  21
Mike Humphrey 
Group Chief Executive 
Mike Humphrey was appointed to the Croda Board 
in 1995 and became Group Chief Executive at the 
beginning of 1999. He joined Croda in 1969 as a 
management trainee and was appointed Managing 
Director of Croda Singapore in 1988, Croda 
Application Chemicals in 1990 and Croda Chemicals 
in 1991. He is a member of the Nomination 
Committee.
David Dunn* CA 
Senior Independent non-executive director 
David Dunn was appointed to the Croda Board in 
2000 and was appointed Senior Independent Director 
and chairman of the Remuneration Committee at the 
beginning of 2002. He has held a number of senior 
financial and general management positions with UK 
plcs. He joined Scapa Group Plc in 1987 where he 
served as Finance Director, Chief Executive and non-
executive Chairman prior to his retirement in 2002. 
During 2007 he retired as a non-executive director 
of SMG plc and is currently a non-executive director 
of FirstGroup Plc and the non-executive Chairman of 
Brammer Plc.  
Stanley Musesengwa* 
Independent non-executive director 
Stanley Musesengwa joined the Tate & Lyle Group 
from Nestlé  in 1979 as a refinery manager and 
subsequently performed a number of different roles in 
Africa, before becoming Regional Director, Tate & Lyle 
Africa in 1995. In December 1999 he was appointed 
Chief Executive Officer of Tate & Lyle Europe. He was 
appointed to the Tate & Lyle Board in April 2003 and 
was Chief Operating Officer from 1 May 2003 until 
his retirement in 2008. He joined the Croda Board in 
May 2007.
* Member of audit, remuneration and nomination committees 22
Directors’ report
Directors’ report
The directors’ report is required to include a fair review of the business of the Group during the financial year ended  
31 December 2008 including an analysis of the development and performance of the Group during the year and the position of 
the Group at the end of the financial year, and a description of the principal risks and uncertainties facing the Group (known as a 
“Business Review”). 
The information which makes up the Business Review can be found in the following sections of the annual report, and also in the 
Corporate Social Responsibility (CSR) report accompanying the annual report and accounts which is available on our website at 
www.croda.com, all of which are incorporated into this report by reference:
n Chairman’s statement on pages 2 and 3 
n	 Chief Executive’s review on pages 4 to 9 
n Financial review on pages 10 to 13 
n Safety, health and environment report on pages 14 to 19 
n	 Principal risks and uncertainties as discussed in the Financial Review section on pages 10 to 13.
Principal activities of the Company and subsidiaries  
Croda International Plc is a holding company operating from headquarters at Cowick Hall, Snaith, Goole, East Y orkshire, and 
providing central direction for a speciality chemical group with operations across the globe. The Group carries out research and 
development activities in the main market it serves, further details of which can be find in the Chief Executive’s review on pages 4 
to 9.
Profit and dividends 
The results for the year are set out on page 40.
The directors recommend a final dividend of 13.55p per share (2007: 10.8p). If approved by shareholders, dividends for the year 
will amount to 19.75p per share (2007: 15.75p per share). Details of dividends are shown in note 9 on page 58.
Acquisitions and disposals 
Brief details of the acquisitions and disposals made by the Group during the year are set out below. Further details appear in note 
7 on page 56. 
February 2008  Sale of the Group’s 46.5% interest in Baxenden Chemicals Ltd to Chemtura Corporation 
May 2008  Sale of the Group’s Chicago oleochemicals business to H.I.G. Capital LLC 
August 2008 Acquisition of Cognis GmbH’s isostearic acid business
Directors 
The Company’s Articles of Association (‘the Articles’) give the directors power to appoint and replace directors. Under the 
terms of reference of the Nomination Committee, any appointment must be recommended by the Nomination Committee for 
approval by the board of directors. The Articles also require directors to retire and submit themselves for election at the first 
annual general meeting (AGM) following appointment and all directors who held office at the time of the two preceding AGMs 
and who did not retire at either of them, to submit themselves for re-election. The present directors of the Company are shown 
on pages 20 and 21. Martin Flower is required to retire by rotation and so will be standing for re-election at the AGM. Details of 
the directors’ service contracts are given in the directors’ remuneration report on pages 25 to 32. 
Apart from the share option schemes, long term incentive schemes and service contracts, no director had any beneficial interest 
in any contract to which the Company or a subsidiary was a party during the year. 
A statement indicating the beneficial and non-beneficial interests of the directors in the share capital of the Company, including 
share options, is shown in the directors’ remuneration report on page 30. 
The directors are responsible for managing the business of the Company and may exercise all the powers of the Company subject 
to the provisions of relevant statutes, to any directions given by special resolution and to the Company’s Memorandum and 
Articles. 
Directors’ indemnities
The Company maintains directors’ and officers’ liability insurance which gives appropriate cover for any legal action brought against 
its directors. The Company has also granted indemnities to each of its directors and the secretary which represent “qualifying third 
party indemnity provisions” (as defined by section 234 of the Companies Act 2006), in relation to certain losses and liabilities 
which the directors (or secretary) may incur to third parties in the course of acting as directors (or secretary) or employees of 
the Company or of any associated company. In addition such indemnities have been granted to other officers of the Company 
who are directors of subsidiary companies within the Group. Since the end of the year the Company has granted an indemnity 
representing “qualifying pension scheme indemnity provisions” (as defined by section 235 of the Companies Act 2006) to a paid 
director of the corporate trustee of the Group’s UK pension schemes.
Share capital
At the date of this report, 139,949,969 ordinary shares of 10 pence each have been issued and are fully paid up and quoted on 
the London Stock Exchange. The rights and obligations attaching to the Company’s ordinary shares are set out in the Articles, 
copies of which can be obtained from Companies House in the UK or by writing to the Company Secretary. There are no 
restrictions on the voting rights attaching to the Company’s ordinary shares or on the transfer of securities in the Company. No 
person holds securities in the Company carrying special rights with regard to control of the Company. The Company is not aware 
of any agreements between holders of securities that may result in restrictions on the transfer of securities or on voting rights. 23
Directors’ report
Further information which fulfils the requirements of Section 992 of the Companies Act 2006 and which should be treated as 
forming part of this report by reference are included in the following sections of the annual report: 
n details of the structure of the Company’s share capital and the rights attached to the Company’s shares are set out on pages 68  
 and 71 
n details of the employee share schemes are set out on pages 68 to 71.
Power to issue shares
At the 2008 AGM, authority was given to the directors to allot unissued relevant securities in the Company up to a maximum of 
an amount equivalent to the amount of its unissued share capital. No such shares have been issued. A further special resolution 
passed at that meeting granted authority to the directors to allot equity securities in the Company for cash, without regard to 
the pre-emption provisions of the Companies Act 1985. Both these authorities expire on the date of the 2009 AGM to be held 
on 29 April 2009 and so the directors propose to renew them for a further year. The directors also intend to take advantage of 
the recent relaxation of the restrictions on directors seeking authority to allot shares of an amount in excess of one third of the 
Company’s issued share capital to increase the authority in the case of a rights issue.
Last year the members also renewed the Company’s authority to purchase up to 10% of its ordinary shares. No purchases were 
made during the year. The Company will be seeking to renew its authority to purchase its own shares at the 2009 AGM. Shares 
will only be purchased if the Board believes that such purchases will improve earnings per share and be in the best interests of the 
shareholders generally. It is the Company’s intention that any shares purchased will be held as treasury shares.
Dividend Reinvestment Plan
Further details of the Company’s Dividend Reinvestment Plan can be found on page 82.
Articles of Association
Unless expressly specified to the contrary in the Articles, the Company’s Articles may be amended by a special resolution of the 
Company’s shareholders.
Significant contracts and change of control
The Group has borrowing facilities which may require the immediate repayment of all outstanding loans together with accrued 
interest in the event of a change of control. The rules of the Company’s employee share plans set out the consequences of a 
change of control of the Company on participants’ rights under the plans. Generally such rights will vest and become exercisable 
on a change of control subject to the satisfaction of performance conditions. Neither of the executive directors’ service contracts 
contain provisions which are affected by a change of control and there are no other agreements to which the Company is a party 
which take effect, alter or terminate in the event of a change of control of the Company which are considered to be significant in 
terms of their potential impact on the Group.
The Company does not have any contractual or other arrangements which are essential to the business of the Group.
Audit information
The directors confirm that, so far as they are aware, there is no relevant audit information of which the auditors are unaware and 
that each director has taken all the steps he ought to have taken as a director in order to make himself aware of any relevant audit 
information and to establish that the Company’s auditors are aware of that information. 
Community Involvement
Croda has a long tradition of engagement with its local communities which has enabled us to assimilate quickly our normal 
activities into the CSR agenda. In this respect CSR has not been an adjunct to, but a core part of, our philosophy. We aim to have a 
positive impact on the communities in which we are located. With the global reach of our operations, this gives us the opportunity 
to interact with our neighbours in all parts of the world across a wide range of social circumstances.
A detailed report on activities is given in our CSR report, “Our Responsibility” and shows our continued focus on participation in 
education and local neighbourhood projects. 
During 2008, our work with schools, colleges and universities included providing work experience, mentoring and career guidance, 
site visits and participating in national initiatives. These more formal educational activities are enhanced by the many instances of 
individual help given by our employees volunteering to work in their local community schools assisting with lessons, sporting and 
arts events.
Engaging with local communities takes many forms, from the formality of European business Supervisory Boards and interaction 
with local government, through neighbourhood consultation and involvement such as that related to the wind turbine installation 
at Hull, to more ad hoc activities through our employee volunteer programmes and their activities to raise money for good causes. 
Employment Policies
Our responsibility is to provide our people with a workplace that is based on fairness, equality and mutual respect and which 
enables individuals to achieve their potential and contribute to the success of the business. Key to our people management 
strategy is the ongoing attraction and retention of exceptional staff and the belief that employee development is integral to our 
success. 
Having well established succession plans, together with development and training opportunities, enables us to fulfil our policy of 
internal promotion, particularly at senior management level. This is underpinned by our graduate and apprenticeship programmes 
which attract high calibre talent to Croda. In 2008, our established graduate programmes in Europe and America have been 
enhanced by our newly developed scheme in India with seven participants in its first year.  24
Directors’ report
When internal moves are not possible we aim to recruit from our local communities whilst maintaining our high standards to 
ensure the company has skilled and motivated employees. We train our line managers in assessment and interviewing techniques 
to ensure these standards are consistently and rigorously applied so that applicants to the business are treated fairly and the best 
people are recruited. 
Individual performance is promoted through our objective setting and appraisal processes and the identification of development 
needs and related training. In 2008, all levels of employees within the Group had opportunities to enhance their skills and 
knowledge, ranging from job skills and procedures to in-house management, leadership, personal skills and knowledge training to 
external specialist courses including executive development at leading international business schools. On average, each employee 
participated in 21 hours of training/development activity in 2008.
Our approach to reward policies has remained targeted at ensuring a sensible balance of employee retention and motivation 
whilst reflecting market position and sustainability. We have a global Sharesave scheme in place with a high level of international 
take up (over 55% of employees). We provide pension schemes in most of the countries in which we operate and have 
approximately 70% of our employees worldwide in a company scheme.
Communication with our employees is vital for individual and business success and we actively look for employee feedback. 
Listening and acting on the views and ideas of our people enables us to be innovative which is a core value within Croda. Again 
we have a range of approaches including formal opinion surveys (US), employee/union consultation forums, cascade of information 
through line managers, local newsletters and our ever popular in-house magazine, CrodaWay. We are always seeking ways to 
ensure that all are included in a genuine two way dialogue and our local management have this at the heart of their responsibilities.
It has long been our ethos that work should also be fun and we have encouraged informal events that enable people to relax 
and enjoy being together. We, therefore, look for opportunities both in and outside of working time where our employees and 
sometimes also their families can take pleasure in social activities. 
Supplier payment policy 
Group policy concerning the payment of suppliers is that each operating unit agrees terms of payment at the beginning of 
business or makes the supplier aware of the standard payment terms, and pays in accordance with those terms or other legal 
obligations. At 31 December 2008, the Group had an average of 44 days (2007 (restated): 47 days) purchases outstanding in trade 
creditors. The Company’s trade creditors are not material. 
Charitable and political donations 
Charitable donations made by the Group in the year amounted to £57,000 (2007: £73,000). No donations were made for 
political purposes (2007: £Nil). 
Annual General Meeting 
The AGM will be held at Carlton T owers, Carlton, Goole, East Y orkshire DN14 9LZ on Wednesday, 29 April 2009 at 12 noon. The 
notice of meeting and explanation of the business to be considered at the AGM are contained in a separate document issued to 
shareholders with this annual report. 
Independent auditors
Our auditors, PricewaterhouseCoopers LLP , have indicated their willingness to continue in office and, on the recommendation of 
the Audit Committee, a resolution regarding their reappointment and remuneration will be submitted to the AGM.
Substantial shareholders
As at 12 February 2009, the Company had been notified under DTR5 of the Financial Services Authority’s Disclosure and 
Transparency Rules of the following significant holdings of voting rights in its shares:
By order of the Board
Louise Scott  
Secretary  
16 February 2009
Ordinary shares % of share capital Nature of holding
AXA S.A 6,709,097 4.93% Direct 0.76%, Indirect 4.17%
Legal & General Group Plc 5,425,798 3.98% Direct
Directors’ report 25
Directors’ remuneration report
The directors present their remuneration report which covers the remuneration of both executive and non-executive directors 
and certain senior executives. The report has been approved by the Board and signed on its behalf by the chairman of the 
Remuneration Committee. The first section of the report contains unaudited information and the second section audited 
information. The report will be subject to approval by shareholders at the Annual General Meeting (AGM) in April 2009.
Section 1: Unaudited information
The role of the Remuneration Committee
The Committee reviews and approves the annual salaries, bonus arrangements, service agreements and other employment 
conditions of the executive directors and certain members of the senior executive management team designated by the Board, 
taking due account of pay and conditions in the Group as a whole. It also approves the design of, and determines targets for, any 
performance related/bonus pay schemes operated by the Group, approves the total annual payments made under such schemes, 
reviews the design of all share incentive plans for approval by the Board and shareholders and approves the awards of long-term 
incentives. The full terms of reference of the Committee are published on the Company’s website.
Membership and operation
The Committee comprises all non-executive directors including the Chairman and is chaired by David Dunn. None of the 
Committee members has any day to day involvement in the running of the Company, nor do they have any business or other 
relationship that could affect, or appear to affect, the exercise of their independent judgement.
The Committee met three times during the year. Other directors and employees of the Company who attended some, or all, of 
the meetings during the year and provided advice and services to the Committee were Mike Humphrey (Group Chief Executive), 
Pamela Broughton (Group VP Personnel), Graham Myers (Group Financial Controller/Treasurer) and Louise Scott (Company 
Secretary). All have the appropriate qualifications and experience to advise the Committee on aspects of the Group’s policies and 
practices.
Hewitt New Bridge Street (HNBS) provided advice on the level of salary increases in the market place for consideration as part of 
the annual pay review of the executive directors and senior executives carried out in November 2008. HNBS provide no services 
to the Company other than those relating to the provision of the executive remuneration advice. A more detailed review of the 
remuneration packages of the executive directors and senior executives is planned to take place during 2009. 
Policy on directors’ and senior executives’ remuneration 
The key objectives of Croda’s executive remuneration policy are:
n to ensure that individual rewards and incentives are comparable with those provided by similar companies having regard to the  
 Group’s turnover, business sector and market worth and the need for skills to manage international businesses 
n to enable the Group to attract and retain high calibre people 
n to give full consideration to the relevant principles on directors’ remuneration set out in the 2006 FRC Combined Code  
n to ensure a balance between fixed and performance related remuneration, the latter being related to objective measurement  
 of the financial performance of the Company.
The Committee believes that the interests of shareholders and directors are more closely aligned by the operation of short-term 
incentives which encourage the achievement of stretching profit targets and under which rewards may be delivered in the form of 
cash and shares, combined with share-based long-term incentives that reward performance against three year earnings per share 
and relative total shareholder return targets.
Components of executive directors’ remuneration
Basic salary 
The Committee considers that it is difficult to identify companies who are true comparators with the Company’s operations 
and so the basic salaries of the executive directors are set by reference to those paid by companies comprising FTSE 250 
manufacturing companies similar in size and scope of operations to those of Croda and a group of companies with comparable 
market capitalisations and international scope to those of Croda. The salaries are paid monthly in cash and are reviewed annually 
with effect from 1 January. As mentioned above, HNBS provided information on increases in salary levels, which was utilised by the 
Committee as part of its deliberations on the annual salary review for executive directors and other senior executives.
Performance-related annual bonus 
The Company operates bonus schemes for its directors and senior executives. Bonus payments are not pensionable. The 2008 
bonuses for executive directors were calculated by reference to the amount by which the income for the year, which is defined 
as the Group EBITDA for continuing operations before exceptional items and any charges or credits under IFRS2 ‘Share based 
payments’ less a notional interest charge on working capital employed during the year (the “2008 income”), exceeded the income 
for 2007 calculated on the same basis (the “base income”). Bonuses are payable on a graduated scale once the 2008 income 
exceeds the base income by inflation (defined as the harmonised index of consumer prices (CPI)), with maximum bonuses due at 
CPI plus 17%. Income is measured after providing for the cost of any bonuses. The maximum amount of bonus payable is 100% of 
salary with the net element of any bonus in excess of 50% of salary being compulsorily invested in the Croda International Bonus 
Co-investment Plan (BCIP). Bonuses earned by each director in respect of 2008 are included in the table of directors’ remuneration 
on page 29 and represent 100% of basic salary, based on achievement well in excess of the maximum bonus targets set at the start 
of the year. The maximum bonus opportunities have been set at these same levels for 2009. The performance targets will again 
require out-performance of last year’s EBITDA before bonuses become eligible for payment. The Committee remains comfortable 
that the structure of the annual bonus does not encourage the pursuit of strategies that may involve inappropriate risk-taking and 
that the mandatory reinvestment of bonuses in excess of 50% of salary into shares in any year is considered to strengthen further 
alignment with shareholders and foster a longer-term link between annual performance and reward.
Directors’ remuneration report 26
Directors’ remuneration report
Long-term incentives
Long-term incentives are provided to executive directors through two long-term incentive plans, the BCIP and the Croda 
International Long-Term Incentive Plan (“LTIP”) which were both adopted in 2005. These replaced the Senior Executive Share 
Option Schemes. It is the Committee’s policy, subject to unforeseen circumstances, that these will comprise the sole long-term 
elements of the total remuneration package of executive directors for the foreseeable future. It is also the Committee’s policy to 
continue exercising its right to decide the number of LTIP awards to be granted to each executive director.
BCIP
The BCIP operates in conjunction with the annual bonus schemes and allows participants to invest a proportion of their net 
annual cash bonus in Company shares. It is compulsory for employees whose gross bonus exceeds 50% of their annual salary to 
invest the excess, net of tax, in shares unless they are within three years of anticipated retirement date. Participants have to agree 
to hold the invested shares for three years in return for which they receive a conditional award entitling them to additional shares 
subject to the achievement of the BCIP’s performance condition. The maximum number of shares over which an award can be 
granted to an employee in a single year is limited to shares having a market value not exceeding 100% of the employee’s salary. 
For the first awards which were made in 2006, the vesting of 100% of the award is conditional on Croda’s earnings per share 
before exceptional items exceeding CPI over the three year performance period. The performance condition has been met. A 
revised performance condition adopted in 2007 is structured to require the achievement of a sliding scale of adjusted earnings per 
share growth (“EPS”) targets in excess of retail price inflation (“RPI”):
If the performance target is met the shares will be transferred automatically to the employee. If the employee does not retain their 
invested shares until the release date their award lapses. It is intended that the same performance target will be applied to any 
BCIP awards made in 2009.
LTIP
Participation in the LTIP is limited to executive directors and the most senior executives. Annual awards of shares are made based 
on a percentage of salary with the maximum entitlement being shares having a market value of 100% of the employee’s salary. 
Awards are subject to performance conditions measured over a period of not less than three years. 
The target for awards made in 2005 and 2006 was set so that awarded shares will vest if the growth in Croda’s EPS exceeds CPI 
plus 3% each year over the three year performance period with 50% vesting at this level, and the maximum 100% vesting for 
performance of CPI plus 9% each year. For performance between these two levels, the awards will vest on a straight-line basis. 
A revised performance condition for awards made after 2006 is split into two separate parts, each with a separate performance 
condition. Half of any LTIP award will vest based on a condition measuring the Company’s relative total shareholder return (TSR) 
against the constituents of the FTSE 250 (excluding investment trusts). There are a limited number of direct competitors to 
Croda and the Committee was mindful of the dangers inherent in operating a relative TSR-based performance condition with a 
comparator group comprised of only a small number of companies. The FTSE 250 (excluding investment trusts) was, therefore, 
considered an appropriate comparator group by the Committee. Vesting will take place on the following sliding scale:
The remaining half of the award will vest based on the same EPS growth condition that is set for the BCIP , with 30% of this part of 
the award vesting for EPS growth of RPI + 12%, rising on a straight-line basis to full vesting for EPS growth of RPI + 24%.
Rank of the Company’s TSR against the FTSE 250 (excluding Investment Trusts) Vesting % (TSR part)
Below median 0%
Median 30%
Upper quartile 100%
Between median and upper quartile 30% - 100% pro rata
2006 Awards Post 2006 Awards
Adjusted EPS growth  
over the three year period
Proportion of  
award vesting
Adjusted EPS growth  
over the three year period
Proportion of  
award vesting
Less than CPI No vesting Less than RPI + 12% No vesting
CPI 100% RPI + 12% 30%
RPI + 24% 100%
Straight-line vesting occurs between these points
Directors’ remuneration report 27
If the performance target is met the shares will be transferred automatically to the employee. Awards made in 2009 will remain 
in line with awards made in prior years for executive directors. The Committee believes that this is entirely appropriate given the 
strong trading performance delivered in 2008, Croda’s share price performance during the course of a turbulent year for global 
stock markets and the need to retain and motivate the highly performing and well regarded management team.
Senior Executive Share Option Schemes
Following the adoption of the BCIP and the LTIP , the operation of the Senior Executive Share Option Schemes has been 
discontinued except in relation to options already granted. Under the terms of the schemes, options were granted subject to 
performance conditions. 
The only options now outstanding were granted between 2000 and 2003. Basic EPS before exceptional items must grow at RPI 
plus 7% per annum for 100% of the options allocated to be exercisable. The performance period commences at the date of 
grant and lasts for a minimum of three years and a maximum of ten years until an average growth rate of at least RPI plus 3% 
per annum over the whole period has been achieved. With earnings growth at RPI plus 5% per annum, 75% of the options are 
exercisable and at RPI plus 3% per annum 50% of the options are exercisable. Mike Humphrey is the only director who holds 
these options and details of his options are shown in the table on page 31. 
It is the Company’s current intention to satisfy awards under the BCIP and the LTIP and the exercise of share options primarily 
from shares held in the Employee Share Ownership Trust and shares purchased in the market and not by the issue of new shares. 
Details of shares held for this purpose are given in note 25 on page 72. 
Share ownership policy
The Company has adopted share ownership guidelines which apply to all executive directors and members of the Group 
Executive Committee and the Finance Committee. Executives are required to build up a target shareholding of shares with a 
market value equivalent to 100% of salary from time to time through a combination of share purchases and the retention of 
incentive shares. On the exercise of SAYE and executive share options or the vesting of LTIP and/or BCIP awards, executives are 
required to retain shares from the shares awarded representing 50% of the after tax gain until the target is met or exceeded. The 
target is expected to be reached within 5 years. 
Pension and other benefits 
Croda has a number of different pension plans in countries in which it operates. Pension entitlements for Croda’s executives 
are tailored to local market practice, the length of service and age of the participants. The principal pension plans in the UK are 
defined benefit schemes which provide a pension based on a proportion of final salary. The Company is flexible in the manner in 
which pension provision is made for executive directors with the aim of balancing the needs of the director against the liability of 
the Company. Hence, it makes contributions by direct contribution to the Croda defined benefit pension scheme or by way of a 
cash supplement in lieu of pension benefits to enable the funding of personal pension arrangements. 
Other customary benefits such as company cars or car allowances, health benefits, the UK SAYE Scheme and the Croda Share 
Incentive Plan (which are available to all eligible UK employees), are made available to executive directors. Benefits in kind are not 
pensionable. The Committee reviews the individual components and the balance of these components from time to time.
Components of senior executives’ remuneration
There are nine members of the Group Executive Committee and Finance Committee in addition to the two executive directors. 
The reward structure for these senior executives is similar to that of the executive directors although their level of long-term 
incentive award differs.
2005 & 2006 Awards Post 2006 Awards
Adjusted EPS growth  
over the three year period
Proportion of award 
vesting (EPS part)
Adjusted EPS growth  
over the three year period
Proportion of award 
vesting (EPS part)
Less than CPI + 9% No vesting Less than RPI + 12% No vesting
CPI + 9% 50% RPI + 12% 30%
CPI + 21% 100% RPI + 24% 100%
Straight-line vesting occurs between these points Straight-line vesting occurs between these points
Directors’ remuneration report 28
Directors’ remuneration report
Service contracts and external appointments 
Policy
The Committee’s policy on executive directors’ service contracts is for them to contain a maximum notice period of one year. In 
respect of termination, the Committee’s policy is to deal with each case on its merits, in accordance with the law and any further 
policy adopted by the Committee at the time. In the event of early termination, other than for cause, the relevant director’s then 
current salary and contractual benefits would be taken into account in calculating any liability of the Company.
The principal contractual benefits provided in addition to salary are the provision of a car, pension and medical insurance and life 
assurance. Annual bonuses and long-term incentives are non-contractual and are dealt with in accordance with the rules of the 
relevant schemes.
Specific contracts
Mike Humphrey entered into a new service contract on 21 December 2005 which is terminable by the Company on one year’s 
notice and by Mike Humphrey on six months’ notice. The Company may also terminate the contract at any time with immediate 
effect and Mike Humphrey would be entitled to receive compensation equivalent to twelve months’ salary plus the value of his 
pension benefits (valued at 20% of basic salary), bonus entitlement (50% based on the assumption that performance targets are 
deemed to have been achieved) and the value of other benefits, payable in equal monthly instalments for twelve months or, if less, 
the remaining period of any notice period not yet completed. Such payments would discontinue or reduce to the extent that he 
obtained alternative employment.
Sean Christie has a service contract dated 15 December 2006 with substantially the same terms as those of Mike Humphrey’s 
contract except that there is no entitlement to bonus on termination by the Company with immediate effect. 
External appointments
Executive directors are permitted to accept external non-executive appointments with the prior approval of the Board. It is 
normal practice for executive directors to retain fees provided for non-executive appointments. During the year Sean Christie was 
a non-executive director of Cherry Valley Farms Limited for which he received fees of £25,000. 
Apart from service agreements and share schemes, no director has had any material interest in any contract with the Company or 
its subsidiaries requiring disclosure under the Companies Act 2006.
Policy on non-executive directors’ remuneration
The Board is responsible for determining the policy on, and level of, the remuneration of non-executive directors. The aim is to 
attract non-executive directors who through their experience can further the interests of the Company through their stewardship 
and contribution to strategic development. The Board’s policy is to provide cash fees at a level commensurate with companies 
of Croda’s size, not to grant share options to non-executive directors, and to encourage non-executive directors to establish a 
holding of Croda shares.
Components of non-executive directors’ remuneration
Non-executives’ pay comprises cash fees, paid monthly. All non-executive directors are reimbursed for travel and related business 
expenses reasonably incurred in performing their duties. Non-executive directors’ fees are determined on the basis of current fee 
levels in similar businesses together with their time commitment and responsibilities and are reviewed by the Board at least every 
two years.
The Chairman’s fees are determined by the Group Chief Executive and the other members of the Board and, since  
1 January 2007 these have been £140,000. Following review in November 2008 the fee was increased to £153,000 with effect 
from 1 January 2009. 
The fees of the remaining non-executive directors are determined by the Chairman and the executive directors. Since  
1 January 2007 the basic annual fee for a non-executive director has been £37,500, with an additional £5,000 for chairing a 
committee and the Senior Independent Director receiving an additional £2,500. Following a review in November 2008 the 
fees were increased from 1 January 2009 to £41,000 for each non-executive director, with an additional £6,000 for chairing a 
committee and £3,000 for the Senior Independent Director.
 T erms of appointment
The Chairman and non-executive directors have letters of appointment for an initial fixed term of three years subject to earlier 
termination by either party on written notice. In each case, this term can be extended by mutual agreement. They have no 
entitlement to contractual termination payments. The dates of their initial appointments are set out below.
Original appointment date
M C Flower 16 May 2005
M C Buzzacott 2 August 2004 
D M Dunn 26 April 2000
S Musesengwa 7 May 2007
Directors’ remuneration report 29
In the opinion of the directors the FTSE 250 is the most appropriate index against which the total shareholder return of the 
Company should be measured because it is an index of similar sized companies to Croda International Plc.
Section 2: Audited information
Director’s remuneration
Notes
1 † Highest paid director
2 Benefits incorporate all assessable tax benefits arising from employment by the Company and relate in the main to the provision of a company car, fuel  
 allowances and private medical insurance.
3 The bonuses shown relate to the year ended 31 December 2008.
Pension rights 
Prior to 6 April 2006, Mike Humphrey accrued pension benefits under the Croda International Supplemental Scheme (“CISS”). 
He will be entitled on retirement at age 60 to a pension equal to his accrued pension at 5 April 2006 (accrued at a rate of two-
thirds of his annual pensionable remuneration as at 5 April 2006, pro-rated by the ratio of his actual service accrued prior to  
5 April 2006 and prospective service to age 60), increased to age 60 at the rate which applies to all preserved pensions in the 
CISS. If Mike Humphrey retires before age 60 a reduced pension is payable unless retiring at the Company’s request. In the event 
of death, a pension equal to two-thirds of the director’s pension would become payable to his surviving spouse. Mike Humphrey’s 
pension in payment is guaranteed to increase in line with the rate of inflation up to a maximum of 10% per annum. During 2008, 
Mike Humphrey was paid £104,004 (2007: £93,000) in addition to his basic salary to enable him to make independent provision 
for his retirement.
Sean Christie accrues pension benefits under the CISS with an accrual rate of 1/60th and an entitlement to retire at age 65. If 
Sean Christie retires before age 65 a reduced pension is payable unless retiring at the Company’s request. In the event of death, a 
pension equal to 50% of the director’s pension would become payable to his surviving spouse. Sean Christie’s pension in payment 
is guaranteed to increase in line with the rate of inflation up to a maximum of 2.5% per annum. 
Both Mike Humphrey and Sean Christie are also entitled to death in service benefits from the CISS.
Basic
salary
£
Bonus
£
Benefits
£
Fees
£
2008
T otal
£
2007
T otal
£
M Humphrey† 520,008 520,008 28,796 – 1,068,812 934,779
M S Christie 280,008 280,008 22,593 – 582,609 534,529
M C Flower – – – 140,504 140,504 140,504
M C Buzzacott – – – 42,500 42,500 41,416
D M Dunn – – – 45,000 45,000 45,000
S Musesengwa  
(appointed 7 May 2007)
– – – 37,500 37,500 24,615
M A Ward  
(resigned 26 April 2007)
– – – – – 14,167
800,016 800,016 51,389 265,504 1,916,925 1,735,010
T otal Shareholder Return: Croda International vs FTSE 250
0
50
31/12/2003 31/12/2004
FTSE 250 Croda International
Date
31/12/2005 31/12/2006 31/12/2007 31/12/2008
100
150
200
250
300
350
400
T otal Shareholder Return (Rebased)
Directors’ remuneration report 30
Directors’ remuneration report
Defined benefit schemes
Accrued 
pension at 
31.12.08
1
£000
Increase 
in accrued 
pension during 
the year
2
£000
Increase 
in accrued 
pension during 
the year 
(excluding 
inflation)
3
£000
Transfer value 
of accrued 
pension at 
31.12.07
4
£000
Transfer value 
of accrued 
pension at 
31.12.08
4, 7
£000
(Decrease)/
increase in 
transfer value 
over the year
5, 7
£000
Transfer value 
of the increase 
in the accrued 
pension
6, 7
£000
M Humphrey 268 12 10 5,674 5,438 (236) 198
M S Christie 10 4 4 40 90 34 23
Notes
1 The figures shown represent: the amount of annual pension benefits based on service to, and pensionable earnings at, 5 April 2006 for Mike Humphrey  
 (with standard preserved increases to 31 December 2008); and the amount of annual pension benefits which would have been preserved for Sean Christie  
 had he left service on 31 December 2008, based on service to, and pensionable earnings at, that date.
2 The figure represents the difference between the total accrued pension at 31 December 2008 and the corresponding pension at the beginning of the year.
3 The figure represents the difference between the total accrued pension at 31 December 2008 and the corresponding pension at the beginning of the year  
 after an adjustment to exclude inflation was provided as required under paragraph 9.8.8 (12) (a) of the Listing Rules.
4 Transfer values are quoted on the basis recommended by the scheme actuary for valuation of accrued benefits if the member had transferred benefits to  
 another approved scheme on the relevant date. The increase/decrease in transfer value between 31 December 2007 and 31 December 2008 takes  
 account of changes in market conditions over the period. 
5 The figure represents the difference between transfer values of the accrued benefits at 31 December 2008 and 31 December 2007, less contributions paid  
 by the director.
6 The figure represents the transfer value of the increase in accrued benefits over the period, adjusted for inflation, less contributions paid by the director.
7 Following the changes to the basis for the calculation of cash equivalent transfer values reported last year, the basis was further amended during 2008.  
 In the light of significant changes in market conditions, and based on actuarial advice, the trustee of the CISS amended the basis by removing the equity- 
 based market adjustment factor with effect from 30 September 2008. Had the existing adjustment been retained, increases to the published FTSE net  
 equity dividend yield would have resulted in the calculation of inappropriately low transfer values for members several years away from retirement age. In  
 the case of Mr Christie, the transfer value figure as at 31 December 2008 would have been around 40% lower if the old adjustment had been retained.  
 In the case of Mr Humphrey, the transfer value figure as at 31 December 2008 would have been around 10% lower, reflecting the fact that Mr Humphrey is  
 closer to the age at which his pension is payable on an unreduced basis. 
Members of the CISS have the option to pay voluntary contributions. Neither the contributions nor the resulting benefits are 
included in this table.
Directors’ interests 
The beneficial interests at 31 December 2008 of the directors of the Company and their families in the shares of the Company 
are:
Mike Humphrey has an interest in 100 7.5% preference shares but no other director had any interest in the 5.9%, 6.6% or 7.5% 
preference shares of the Company.
†  Ordinary shares include shares invested under the BCIP .
†† The SIP shares comprise 2,552 Partnership shares (2007: 2,032) and 2,552 Matching shares (2007: 2,032).
At 31 December 2008 At 1 January 2008
Ordinary
shares†
Executive
options
SAYE
options
SIP††
ordinary
shares LTIP
Ordinary
shares
Executive
options
SAYE
options
SIP††
ordinary
shares LTIP
M Humphrey 214,398 259,300 2,973 4,270 271,289 150,204 259,300 4,598 3,750 261,689
M S Christie 29,242 – 2,434 834 94,885 16,692 – 2,434 314 53,124
M C Flower 21,579 – – – – 20,000 – – – –
M C Buzzacott 9,500 – – – – 9,500 – – – –
D M Dunn 8,000 – – – – 8,000 – – – –
S Musesengwa 15,000 – – – – 15,000 – – – –
Directors’ remuneration report 31
Share options
Options are granted over ordinary shares of 10p each under the Senior Executive Share Option Schemes and the Savings-Related 
Share Option Scheme.
Executive share options
Mike Humphrey is the only director who holds options under the Senior Executive Share Option Schemes and details of his 
options are set out below:
None of the terms and conditions of the share options were varied during the year. All options are subject to performance 
conditions, details of which are given on page 27.
Employees are customarily invited to participate in a Save As Y ou Earn Share Option Scheme once a year. Prior to 2006, the 
savings contract was traditionally for 5 years but since that time a 3 year savings contract has been offered. The option price is 
the value of ordinary shares at date of grant discounted by up to 20%. Options are normally exercisable for a 6 month period 
following completion of the savings contract.
LTIP
Details of awards made under the Croda LTIP are set out below:
SAYE share options
Date of grant Earliest exercise date Exercise price
Number at  
1 January 2008  
(10p shares) Exercised in year
Number at 
31 December 2008 
(10p shares)
M Humphrey
22 March 2000 22 March 2003 256p 109,300 - 109,300
5 March 2003 5 March 2006 230p 150,000 - 150,000
259,300 - 259,300
Date of grant Earliest exercise date Expiry date
Exercise  
price
Number at  
1 January 2008  
(10p shares)
Exercised  
in year
Granted  
in year
Number at 
31 December 2008  
(10p shares)
M Humphrey
19 September 2003 1 November 2008 30 April 2009 230p 2,215 2,215 - -
22 September 2005 1 November 2010 30 April 2011 328p 1,410 - - 1,410
18 September 2006 1 November 2009 30 April 2010 384p 973 - - 973
16 September 2008 1 November 2011 30 April 2012 509p - - 590 590
4,598 2,215 590 2,973
M S Christie
18 September 2006 1 November 2009 30 April 2010 384p 2,434 - - 2,434
2,434 - - 2,434
Date of award Earliest vesting date
Market price at 
date of award
Number at  
1 January 2008 
(10p shares)
Exercised  
in year
Granted  
in year
Number at 
31 December 2008 
(10p shares)
M Humphrey
25 May 2005 25 May 2008 373p 93,810 93,810 - -
23 February 2006 23 February 2009 496p 89,428 - - 89,428
22 February 2007 22 February 2010 663p 78,451 - - 78,451
20 February 2008 20 February 2011 604p - - 103,410 103,410
261,689 93,810 103,410 271,289
M S Christie
26 April 2006 26 April 2009 495p 24,393 - - 24,393
22 February 2007 22 February 2010 663p 28,731 - - 28,731
20 February 2008 20 February 2011 604p - - 41,761 41,761
53,124 - 41,761 94,885
Directors’ remuneration report 32
Directors’ remuneration report
Gains made on exercise of share options and LTIPs
Exercise date Shares exercised Scheme Exercise price Market price Gain £
M Humphrey 7 August 2008 93,810 LTIP NIL 656.5p 615,862.65
3 November 2008 2,215 SAYE 230p 528p 6,600.70
622,463.35
Date of award Earliest vesting date
Market price  
at date of award
Number at  
1 January 2008  
(10p shares)
Granted during the 
year
Number at 
 31 December 2008  
(10p shares)
M Humphrey
26 April 2006 26 April 2009 495p 23,012 - 23,012
26 April 2007 26 April 2010 633p 4,857 - 4,857
1 May 2008      1 May 2011 696.5p - 21,886 21,886
27,869 21,886 49,755
M S Christie
26 April 2007 26 April 2010 633p 7,692 - 7,692
1 May 2008      1 May 2011      696.5p - 21,550 21,550
7,692 21,550 29,242
The gains are calculated according to the market price of Croda International Plc ordinary shares of 10p each on the date of 
exercise, although the shares may have been retained.
The market price of the Company’s shares at 31 December 2008 was 519.5p and the range of market prices during the year was 
between 379.5p and 715p. 
BCIP
Details of the awards made under the Croda BCIP are set out below:
Share Incentive Plan
Mike Humphrey and Sean Christie participate in the plan which, as a HMRC approved arrangement, is offered to all employees on 
the same terms. They each save the maximum of £125 per month permitted under the regulations. Matching shares are allocated 
on a one for one basis for each Partnership share purchased by the employee. Shares are purchased on a monthly basis. During 
the year Mike Humphrey and Sean Christie each purchased 260 Partnership shares and were allocated 260 Matching shares. The 
average purchase price was 588.8p.
Since 31 December 2008 Mike Humphrey and Sean Christie have each purchased 48 and 49 Partnership shares respectively 
and have been awarded a corresponding number of Matching shares under the SIP at an average price of 516.61p per share. 
Otherwise there has been no change in the directors’ interests in shares or options granted by the Company between the end of 
the financial year and 16 February 2009.
On behalf of the Board
D M Dunn 
Chairman of the Remuneration Committee 
16 February 2009
Directors’ remuneration report 33
Corporate governance
The Board is committed to high standards of corporate governance and to complying with the provisions of The Financial 
Reporting Council’s Combined Code on Corporate Governance (“the Code”) where practicable. This statement, together with 
the directors’ remuneration report, set out on pages 25 to 32, describes how the relevant principles of governance set out in the 
2006 version of the Code are applied to the Company. 
The Board
The Board has ultimate responsibility for the overall leadership of the Company and in this role it assists in the development of a 
clear strategy for the Group, monitors operational and financial performance against agreed goals and objectives and ensures that 
appropriate controls and systems are in place to manage risk. It comprises the Chairman, the Group Chief Executive, the Group 
Finance Director and three independent non-executive directors who have a range of business, financial and international skills and 
experience. This provides an appropriate balance within the Board. Biographical notes appear on pages 20 and 21. The Chairman 
and the Group Chief Executive have written accountabilities that have been approved by the Board.
It is the Board’s opinion that all non-executive directors who served throughout the period under review were independent in 
accordance with the Code. 
The Board has a formal schedule of matters specifically reserved to it and this is posted on the Company’s website. The Chairman 
and non-executive directors meet together without the executive directors present on an ad hoc basis and the non-executive 
directors meet at least annually in the absence of the Chairman in order to appraise his performance. In addition to formal Board 
meetings, the Chairman and the Group Chief Executive meet on a regular basis. 
All members of the Board have full access to the advice and services of the Company Secretary. Where necessary the directors 
may take independent professional advice at the Company’s expense. Directors are granted an indemnity from the Company in 
respect of liabilities incurred as a result of their positions to the extent permitted by law. In addition the Company maintained 
directors’ and officers’ liability insurance cover throughout the year.
Training and briefings are available to all directors on appointment and subsequently, as appropriate, taking into account existing 
experience, qualifications and skill sets.
Attendance at meetings
Details of the attendance by directors at meetings of the Board and the Board committees on which they are eligible to sit are set 
out below. 
Board Nomination Committee Remuneration Committee Audit Committee
No. held No. attended No. held No. attended No. held No. attended No. held No. attended
M C Flower
9 9 2 2 3 3 - -
M C Buzzacott
9 9 2 2 3 3 3 3
D M Dunn
9 9 2 2 3 3 3 3
S Musesengwa
9 9 2 2 3 3 3 3
M Humphrey
9 9 2 2 - - - -
M S Christie
9 9 - - - - - -
It is customary for the Board to hold at least one Board meeting a year at a Croda site. This year the Board travelled to India to 
visit the Group’s manufacturing site at Thane, Mumbai. In addition to the formal Board meetings, all the directors attended a half 
day meeting to review the Group’s strategy. They also met with the Company’s financial and public relations advisers to discuss the 
feedback from investors and analysts to the Group’s 2007 annual results. 
Re-election of directors
The Company’s Articles of Association require the directors to offer themselves for re-election at least once every three years. At 
this year’s AGM, Martin Flower will be retiring under Article 85 and offering himself for re-election. Further details about Martin 
Flower are given in the notice of the AGM, which is in a separate document issued to shareholders with the annual report. David 
Dunn will be retiring from the Board at the conclusion of the AGM.
Conflicts of interest
The Board has an established process for declaring and monitoring actual and potential conflicts. The directors were briefed on 
the new directors’ conflicts regime introduced in October 2008 by the Companies Act 2006. In anticipation of the introduction 
of these provisions an amendment to the Articles of Association of the Company was approved by shareholders at the 2008 
AGM to allow the non-conflicted members of the Board to authorise a conflict or potential conflict situation. No conflicts were 
identified or authorised during the year.
Corporate governance 34
Non-executive directors 
Croda complies with the Code in having experienced non-executive directors who represent a source of strong independent 
advice and judgement. At present there are four such directors, including the Chairman and the senior independent director, David 
Dunn, each of whom has significant commercial experience. Their understanding of the Group’s operations is enhanced by regular 
divisional presentations and by site visits.
No non-executive director nor the Chairman:
n	 has been an employee of the Company or Group 
n	 has, or has had, a material business relationship with the Group 
n	 received, or receives remuneration (other than a director’s fee) or share options or is a member of the Group pension   
 scheme 
n	 has close family or business ties with any of the Group’s advisers, directors or senior employees 
n	 holds cross directorship or significant links with other directors through involvement in other companies or bodies 
n	 represents a significant shareholder 
During 2008, no non-executive director or the Chairman had served on the Board for more than nine years from the date of 
their first election. 
Details of the professional commitments of the Chairman and the non-executive directors are included in their biographies 
on pages 20 and 21. The Board is satisfied that these do not interfere with the performance of their respective duties to the 
Company.
The terms and conditions of appointment of non-executive directors can be inspected during normal business hours at the 
Company’s registered office by contacting the Company Secretary and are available at the AGM.
Board committees
The Board has three main committees which are established by Board resolution and each has written terms of reference which 
can be found on the Group’s website. 
Audit Committee  
Michael Buzzacott (Chairman) 
David Dunn 
Stanley Musesengwa
The Audit Committee, which consists of all the non-executive directors other than the Chairman, meets at least three times a 
year to coincide with key dates in the Company’s financial reporting cycle. The Board is satisfied that each of the Committee 
members has the relevant financial and accounting experience to enable them to contribute to the Committee’s work. The 
Group Chief Executive, the Group Finance Director, the Group Financial Controller and the Group Risk and Control Manager and 
representatives from the external auditors attend meetings by invitation. The chairman of the Audit Committee holds independent 
meetings with the Group Risk and Control Manager and also with the external auditors. 
The Committee’s remit is to assist the Board to fulfil its responsibility for ensuring that the Group’s financial systems provide 
accurate and up to date information on its financial position and that the Group’s published financial statements represent 
a true and fair reflection of this position. As part of its normal responsibilities, the Committee monitors the integrity of the 
financial statements of the Company. This includes reviewing significant financial reporting issues and judgements contained in 
the statements and the consistency of, and any changes to, accounting policies. In addition, it is responsible for monitoring the 
effectiveness of the Company’s internal controls and risk management systems including that of the Company’s internal audit 
function in the context of the Company’s overall risk management system. It reviews and assesses the annual internal audit plan 
and all reports on the Company from the internal auditors and agrees the annual audit plan with the external auditors and 
reviews the findings of the audit and the interim review with the external auditors.
During the year the Committee Members also:
n	 received reports and presentations concerning key specific risks identified by the Risk Management Committee; 
n	 monitored compliance with the Group risk management programme; 
n	 revised the policy on the provision of non-audit services by the external auditors; 
n	 considered the feedback from a user review of the internal audit process.
Audit independence
The Committee and the Board place great emphasis on the objectivity of the Group’s external auditors, PricewaterhouseCoopers 
LLP (“PwC”), in their reporting to shareholders. The PwC audit partner is present at all Audit Committee meetings to ensure full 
communication of matters relating to the audit.
Corporate governance
Corporate governance 35
The overall performance of the auditors is reviewed annually by the Audit Committee, taking into account the views of 
management, and feedback is provided to senior members of PwC unrelated to the audit. This activity also forms part of PwC’s 
own system of quality control. 
The scope of the forthcoming year’s audit is discussed in advance by the Audit Committee. Audit fees are reviewed by the 
Committee and then referred to the Board for approval. The rotation of audit partners’ responsibilities within PwC is required by 
their profession’s ethical standards, is actively encouraged and has taken place.
Assignments awarded to PwC have been, and are, subject to controls by management that have been agreed by the Committee 
so that audit independence is not compromised. The chairman of the Audit Committee is required to give prior approval of 
work carried out by PwC and its associates in excess of predetermined thresholds; part of this review is to determine that other 
potential providers of the services have been adequately considered.
These controls provide the Committee with adequate confidence in the independence of PwC in their reporting on the audit of 
the Group.
Remuneration committee  
David Dunn (Chairman) 
Michael Buzzacott 
Martin Flower  
Stanley Musesengwa
The Remuneration Committee, which consists of non-executive directors, is responsible for advising on remuneration policy for 
senior executives and for determining the remuneration packages of the executive directors and the Chairman. The Group Chief 
Executive is normally invited to attend all its meetings. The Committee met three times in 2008 and its terms of reference are 
posted on the Company’s website. Further details of the Committee’s activities during the year can be found in the directors’ 
remuneration report set out on pages 25 to 32. A resolution will be proposed at the AGM to approve the report.
Nomination committee  
Martin Flower (Chairman) 
Michael Buzzacott  
David Dunn 
Mike Humphrey  
Stanley Musesengwa
The Nomination Committee consists of the non-executive directors and the Group Chief Executive and is responsible for 
nominating, for approval by the Board, candidates for appointment to the Board and succession planning. It meets on an ad hoc 
basis and its terms of reference are posted on the Company’s website. The Committee met three times during the year. 
The Committee is overseeing the search for a new non-executive director to replace David Dunn on his retirement. External 
search consultants, Spencer Stuart, have been engaged to identify initial candidates. The Chairman has since met candidates before 
recommending a shortlist to the Committee. Committee members have interviewed the candidates subsequently and have 
submitted recommendations to the Board. It is anticipated that an announcement will be made in Q2 2009. 
During the year the Committee reviewed the progress of the development plans of the senior management team which were 
produced in response to the findings of the succession planning exercise carried out in 2007. It also reviewed the profiles of, and 
plans for, the next layer of management down in order to assess the level of skills, knowledge and experience available within the 
Group.
The Committee carried out its customary corporate governance review and was satisfied that the size, structure and composition 
of the Board and the required time commitment from non-executive directors remained appropriate and that all the non-
executive directors continued to fulfil the criteria of independence and were able to commit the required time for the proper 
performance of their duties.
Board and Committee evaluation
The annual self evaluation exercise was carried out under the supervision of the Chairman to arrive at an assessment of the 
effectiveness of the Board, the Chairman and each of the committees. The exercise employed a questionnaire completed by each 
Board member. A summary of the results was then presented to the Board for discussion. The Chairman also discussed some 
comments separately with individual directors. The outcome will be continuing focus during 2009 on succession planning for, and 
the development of, senior personnel and a further review of the remuneration policy for senior executives. 
Corporate governance 36
Other Committees
The management of the business is delegated by the Board to the Group Chief Executive. He utilises a series of committees to 
assist him in this task.
Group Executive committee 
Mike Humphrey (Chairman) - Group Chief Executive 
Sean Christie – Group Finance Director 
David Barraclough – President – Asia Pacific 
Miguel de Bellis - President – Latin America 
Bryan Dobson - President – Global Operations 
Steve Foots - President – Consumer Care Europe 
Kevin Gallagher - President – North America 
Keith Layden - President – Actives & Enterprise Technology 
Kevin Nutbrown - President – Industrial Specialities Europe 
Louise Scott - Company Secretary & Legal Counsel
The Group Executive Committee comprises the Group Chief Executive, the Group Finance Director and the heads of regional 
business and operational functions. It meets quarterly and its remit is responsibility for the development and implementation of 
strategy, operational plans, policies, procedures and budgets, the monitoring of operating and financial performance, the assessment 
and control of risk and the prioritisation and allocation of resources. 
Finance committee
The Finance Committee meets monthly to review monthly operating results, identify operational and risk issues and examine 
capital expenditure proposals. Its members are:
Mike Humphrey (Chairman) - Group Chief Executive 
Sean Christie - Group Finance Director 
Graham Myers - Group Financial Controller/Treasurer  
Bryan Dobson - President – Global Operations
Risk management committee
Sean Christie (Chairman) – Group Finance Director 
David Barraclough – President –Asia Pacific 
Miguel de Bellis - President –Latin America 
Bryan Dobson - President – Global Operations 
Steve Foots - President – Consumer Care Europe 
Kevin Gallagher - President –North America 
Keith Layden - President – Actives & Enterprise Technology 
Graham Myers - Group Financial Controller/Treasurer  
Kevin Nutbrown - President – Industrial Specialities Europe 
Louise Scott - Company Secretary & Legal Counsel
The risk management committee includes all members of the Group Executive Committee and the Finance Committee other 
than the Group Chief Executive. Its role is to evaluate, propose policies and monitor processes to control the business, operational 
and compliance risks faced by the Group. It normally meets four times a year. 
Routine business committee 
The routine business committee comprises the two executive directors with the Company Secretary and Group Financial 
Controller acting as alternates. The committee may make decisions with one executive director and the alternate for the other 
executive director being present. It attends to business of a routine nature and to the administration of matters, the principles of 
which have been agreed previously by the Board or the Group Executive Committee. 
Investor relations
The Company recognises the importance of communicating with its shareholders. The main forum for communication with 
private investors is the AGM which all members of the Board attend and where they are available to answer questions raised 
by shareholders. The annual report and accounts, including notice of AGM, are sent to shareholders at least twenty working 
days before the meeting. The level of proxies lodged on each AGM resolution and the balance for and against each resolution is 
declared by the Chairman after the resolution has been dealt with on a show of hands providing there has been no call for a poll. 
There is a separate investor relations section on the Company’s website (www.croda.com) which includes, amongst other items, 
presentations made to analysts.
The Board invites the Company’s brokers to attend at least one meeting each year at which the economic and investment 
environment, Croda’s performance, both generally, and in comparison with its sector peers, and investor reaction are discussed. 
When appropriate, meetings are held between the executive directors and institutional investors. 
Corporate governance
Corporate governance 37
Internal control 
The Code principle C.2.1 on internal control requires the directors to conduct, at least annually, a review of the effectiveness of 
the Group’s system of internal control, including financial, operational, compliance and risk management controls, and report to the 
shareholders that they have done so. In accordance with the Turnbull guidance (2005) and in order to discharge this responsibility, 
the directors have utilised an organisational structure with clear operating procedures, lines of responsibility, and delegated 
authority. 
In particular there are clear procedures and defined authorities to act for: 
n	 capital investment, with detailed appraisal, authorisation and post-investment review  
n	 financial reporting, within a comprehensive financial planning and accounting framework  
n	 comprehensive monitoring and quantification of business risks, under the direction of the risk management committee. 
The Board acknowledges its responsibility for the Group’s system of internal control and for reviewing its effectiveness, and has 
reviewed its operational effectiveness throughout the financial year and up to the date of approval of the annual report using a 
process which involves:
n	 written confirmations from relevant senior executives and divisional directors concerning the operation of those elements of   
 the system for which they are responsible  
n	 internal audit work carried out by Deloitte & T ouche LLP who report to the audit committee 
n	 reports from the external auditors. 
Such a system is designed to mitigate rather than eliminate the risk of failure to achieve business objectives and provides 
reasonable but not absolute assurance against material misstatement or loss.
Going concern 
The financial statements, which appear on pages 40 to 79, have been prepared on a going concern basis as, after making 
appropriate enquiries, including a review of forecasts, strategic plans and banking facilities, the directors have a reasonable 
expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable 
future. 
Compliance
The information contained in this report demonstrates that the Company has complied fully with the Code throughout 2008. 
Corporate governance 38
Statement of directors’ responsibilities in respect of the annual report, the directors’ remuneration report and the 
financial statements
The directors are responsible for preparing the annual report, the directors’ remuneration report and the Group and the 
Company financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 
prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by 
the European Union, and the Company financial statements in accordance with applicable law and United Kingdom Accounting 
Standards (United Kingdom Generally Accepted Accounting Practice). In preparing the Group financial statements, the directors 
have also elected to comply with IFRSs, issued by the International Accounting Standards Board (IASB). The Group and Company 
financial statements are required by law to give a true and fair view of the state of affairs of the Company and the Group and of 
the profit or loss of the Group for that period. 
In preparing those financial statements, the directors are required to:
n select suitable accounting policies and apply them consistently; 
n make judgements and estimates that are reasonable and prudent; and 
n state that the Group financial statements comply with IFRSs as adopted by the European Union and IFRSs issued by the IASB,  
 and, with regard to the Company financial statements, that applicable UK Accounting Standards have been followed, subject to  
 any material departures disclosed and explained in the financial statements.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the 
financial position of the Company and the Group and to enable them to ensure that the Group financial statements and the 
directors’ remuneration report comply with the Companies Act 1985 and, as regards the Group financial statements, Article 4 
of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking 
reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom 
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the directors, whose details are set out on pages 20 to 21 confirms that, to the best of their knowledge:
n the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair   
 view of the assets, liabilities, financial position and profit of the Group; and 
n the Chief Executive’s review on pages 4 to 9 includes a fair review of the development and performance of the business and   
 the position of the Group, together with a description of the principal risks and uncertainties that it faces.
By order of the Board
Louise Scott 
Secretary 
16 February 2009
Corporate governance
Corporate governance 39
Independent auditor’s report to the members of Croda International Plc
We have audited the Group financial statements of Croda International Plc for the year ended 31 December 2008 which 
comprise the Group income statement, the Group balance sheet, the Group cash flow statement, the Group statement of 
recognised income and expense, the Group accounting policies and the related notes. These Group financial statements have been 
prepared under the accounting policies set out therein. We have also audited the part of the directors’ remuneration report that is 
described as having been audited.
We have reported separately on the parent company financial statements of Croda International Plc for the year ended  
31 December 2008. 
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the Group financial statements in accordance with applicable 
law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the Statement of 
directors’ responsibilities.
Our responsibility is to audit the Group financial statements in accordance with relevant legal and regulatory requirements and 
International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the 
Company’s members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do 
not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is 
shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the Group financial statements give a true and fair view and whether the Group 
financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS 
Regulation. We also report to you whether in our opinion the information given in the directors’ report is consistent with the 
Group financial statements. The information given in the directors’ report includes that specific information presented in the 
Chairman’s statement, the Chief Executive’s review, the financial review and safety, health and environment report that is cross 
referred from the business review section of the directors’ report.
In addition we report to you if, in our opinion, we have not received all the information and explanations we require for our audit, 
or if information specified by law regarding directors’ remuneration and other transactions is not disclosed.
We review whether the corporate governance statement reflects the company’s compliance with the nine provisions of the 
Combined Code 2006 specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does 
not. We are not required to consider whether the Board’s statements on internal control cover all risks and controls, or form an 
opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
We read other information contained in the annual report and consider whether it is consistent with the audited Group financial 
statements. The other information comprises only the directors’ report, the Chairman’s statement, the Chief Executive’s review, the 
financial review, the corporate governance statement and all of the other information listed on the contents page. We consider 
the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the Group 
financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices 
Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the Group financial 
statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of 
the Group financial statements, and of whether the accounting policies are appropriate to the Group’s circumstances, consistently 
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in 
order to provide us with sufficient evidence to give reasonable assurance that the Group financial statements are free from 
material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall 
adequacy of the presentation of information in the Group financial statements.
Opinion
In our opinion:
n the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the  
 state of the Group’s affairs as at 31 December 2008 and of its profit and cash flows for the year then ended;
n the Group financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the  
 IAS Regulation; and
n the information given in the directors’ report is consistent with the Group financial statements.
PricewaterhouseCoopers LLP 
Chartered Accountants and Registered Auditors 
Leeds 
26 February 2009
Group independent auditor’s report
Group independent auditor’s report 40
Group income statement
for the year ended 31 December 2008
Group statement of recognised income and expense
for the year ended 31 December 2008
Note
2008  
£m
2008  
£m
2008  
£m
2007  
£m
2007  
£m
2007  
£m
Before 
exceptional 
items
Exceptional 
items T otal
Before 
exceptional 
items
Exceptional 
items T otal
Continuing operations
Revenue 1 956.4 - 956.4 804.8 - 804.8 
Cost of sales (741.9) - (741.9) (617.9) (7.0) (624.9)
Gross profit 214.5 - 214.5 186.9 (7.0) 179.9 
Net operating expenses 2, 3 (99.8) - (99.8) (103.9) 1.4 (102.5)
Operating profit 1 114.7 - 114.7 83.0 (5.6) 77.4 
Financial expenses 4 (25.5) - (25.5) (31.1) - (31.1)
Financial income 4 9.2 - 9.2 8.9 - 8.9 
Profit before tax 98.4 - 98.4 60.8 (5.6) 55.2 
Tax 5 (31.5) - (31.5) (20.6) 1.9 (18.7)
Profit after tax from  
continuing operations 66.9 - 66.9 40.2 (3.7) 36.5 
Profit after tax from  
discontinued operations 7 2.9 (8.6) (5.7) 9.9 41.0 50.9 
Profit for the year 3 69.8 (8.6) 61.2 50.1 37.3 87.4 
Attributable to:
Minority interest 0.2 0.1 
Equity shareholders 61.0 87.3 
61.2 87.4 
Earnings per 10p share
Pence per 
share
Pence per 
share
Basic
T otal 8 45.3 64.8 
Continuing operations 8 49.6 27.0
Diluted
T otal 8 44.6 63.6 
Continuing operations 8 48.7 26.5
2008  
£m
2007  
£m
Profit for the year 61.2 87.4 
Net gains not recognised in income statement:
Net exchange adjustments offset in reserves 26.1 6.6 
Movement in fair value of cash flow hedges (2.8) (0.4)
Actuarial movement on retirement benefit liabilities (note 12) (23.9) 27.5 
Deferred tax on actuarial movement on retirement benefit liabilities (note 5) 5.7 (6.5)
5.1 27.2 
T otal recognised income for the year 66.3 114.6 
Attributable to:
Minority interest 0.2 0.1 
Equity shareholders 66.1 114.5 
66.3 114.6 
Group income statement 41
Group balance sheet
at 31 December 2008
Note
2008
£m
2007
£m
Assets
Non-current assets
Intangible assets 13 203.4 203.5 
Property, plant and equipment 14 392.4 342.2 
Investments
Associated undertaking 16 - 9.2 
Other 16 12.7 0.9 
Deferred tax assets 6 49.4 43.1 
657.9 598.9 
Current assets
Inventories 17 201.9 161.4 
Trade and other receivables 18 185.8 186.4 
Cash and cash equivalents 42.3 43.4 
Other financial assets 20 - 0.4 
Assets classified as held for sale 1.1 1.2 
431.1 392.8 
Liabilities
Current liabilities
Trade and other payables 19 (179.8) (175.5)
Borrowings and other financial liabilities 20 (87.2) (83.5)
Provisions 21 (7.0) (14.2)
Current tax liabilities (10.2) (11.5)
(284.2) (284.7)
Net current assets 146.9 108.1 
Non-current liabilities
Borrowings and other financial liabilities 20 (355.6) (325.9)
Other payables (4.7) (3.3)
Retirement benefit liabilities 12 (88.5) (59.3)
Provisions 21 (41.5) (45.0)
Deferred tax liabilities 6 (49.2) (53.8)
(539.5) (487.3)
Net assets 265.3 219.7 
Shareholders' equity
Preference share capital 24 1.1 1.1 
Ordinary share capital 22 14.0 14.0 
Called up share capital 15.1 15.1 
Share premium account 25 93.3 93.3 
Reserves 25 154.9 109.6 
T otal shareholders' equity 263.3 218.0 
Minority interest in equity 26 2.0 1.7 
T otal equity 265.3 219.7 
Signed on behalf of the Board who approved the accounts on 16 February 2009
Martin Flower  Sean Christie
Chairman    Group Finance Director
Group balance sheet 42
Group cash flow statement
for the year ended 31 December 2008
Note
2008
£m
2007
£m
Cash flows from operating activities
Cash generated/(absorbed) by operations ii 120.8 (15.2)
Interest paid (22.5) (26.8)
Tax paid (41.3) (14.2)
Net cash generated/(absorbed) by operating activities 57.0 (56.2)
Cash flows from investing activities
Acquisition of subsidiaries (net of cash acquired) (4.1) 7.7 
Purchase of property, plant and equipment (51.9) (37.5)
Purchase of computer software (0.1) (0.6)
Proceeds from sale of property, plant and equipment 0.6 0.2 
Proceeds from sale of businesses (net of costs) 49.4 75.7 
Proceeds from sale of other investment 0.2 - 
Cash paid against non-operating provisions 21 (1.2) (0.6)
Interest received 1.6 3.1 
Net cash (absorbed)/generated by investing activities (5.5) 48.0 
Cash flows from financing activities
Additional borrowings 67.5 66.6 
Repayment of borrowings (85.4) (63.9)
Capital element of finance lease repayments (0.3) (0.1)
Net transactions in own shares 22, 25 0.6 (2.4)
Dividends paid to shareholders 9 (22.9) (19.8)
Dividends paid to minority shareholders 9 (0.2) (0.2)
Net cash absorbed by financing activities (40.7) (19.8)
Net movement in cash and cash equivalents 10.8 (28.0)
Cash and cash equivalents brought forward 1.2 28.0 
Exchange differences 5.3 1.2 
Cash and cash equivalents carried forward 17.3 1.2 
Cash and cash equivalents carried forward comprise
Cash at bank and in hand 42.3 43.4 
Bank overdrafts (25.0) (42.2)
17.3 1.2 
Group cash flow statement 43
Group cash flow notes
for the year ended 31 December 2008
(i) Reconciliation to net debt Note
2008
£m
2007
£m
Movement in cash and cash equivalents iii 10.8 (28.0)
Movement in debt and lease financing iii 18.2 (2.6)
Change in net debt from cashflows 29.0 (30.6)
New finance lease contracts (0.6) (0.1)
Exchange differences (60.5) (5.4)
(32.1) (36.1)
Net debt brought forward (366.0) (329.9)
Net debt carried forward iii (398.1) (366.0)
(ii) Cash generated/(absorbed) by operations
2008
£m
2007
£m
Continuing operations
Operating profit 114.7 77.4 
Adjustments for:
Depreciation and amortisation 32.8 27.9 
(Profit)/Loss on disposal of fixed assets (0.1) 0.7 
Exceptional items - 5.6 
Other provisions 0.4 0.4 
Share based payments 1.6 1.1 
Cash paid against operating provisions (note 21) (17.1) (17.5)
Pension fund contributions in excess of service cost (8.9) (70.0)
Movement in inventories (13.9) (31.3)
Movement in receivables 23.5 (26.1)
Movement in payables (14.5) (1.7)
Cash generated/(absorbed) by continuing operations 118.5 (33.5)
Discontinued operations 2.3 18.3 
120.8 (15.2)
(iii) Analysis of net debt
2008
£m
Cash flow 
£m
Exchange 
movements 
£m
Other  
non-cash 
£m
2007
£m
Cash and cash equivalents 42.3 (9.3) 8.2 - 43.4 
Bank overdrafts (25.0) 20.1 (2.9) - (42.2)
Movement in cash and cash equivalents 10.8 
Borrowings repayable within one year (61.8) 14.1 (4.7) (30.0) (41.2)
Borrowings repayable after one year (352.6) 3.8 (60.9) 30.0 (325.5)
Finance leases (1.0) 0.3 (0.2) (0.6) (0.5)
Movement in borrowings and other financial liabilities 18.2 
T otal net debt (398.1) 29.0 (60.5) (0.6) (366.0)
Group cash flow notes 44
Group accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have 
been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of 
financial instruments, share based payments and pension asset valuations at fair value through profit or loss in accordance with 
IFRS, IFRIC interpretations and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS. The 
standards used are those published by the International Accounting Standards Board (IASB) and endorsed by the EU at the time 
of preparing these statements (February 2009). A summary of the more important Group accounting policies is set out below.
Accounting estimates and judgements
The Group’s critical accounting policies under IFRS have been set by management with the approval of the audit committee. The 
application of these policies requires estimates and assumptions to be made concerning the future and judgements to be made on 
the applicability of policies to particular situations. Estimates and judgements are continually evaluated and are based on historical 
experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 
Under IFRS an estimate or judgement may be considered critical if it involves matters that are highly uncertain or where different 
estimation methods could reasonably have been used, or if changes in the estimate that would have a material impact on the 
Group’s results are likely to occur from period to period. The critical judgements required when preparing the Group’s accounts 
are as follows:
(i) Provisions - as disclosed in note 21, the Group has made significant provision for potential environmental liabilities and for   
 the costs of the restructuring exercise following the acquisition of Uniqema. The rationale behind these and other provisions   
 is discussed in note 21. The directors believe that these provisions are appropriate based on information currently available.
(ii) Goodwill and fair value of assets acquired – the Group’s goodwill carrying value increased significantly in 2006 following the   
 acquisition of Uniqema. The Group tests annually whether goodwill has suffered any impairment and the Group’s    
 goodwill value has been supported by detailed value-in-use calculations relating to the recoverable amounts of the underlying  
 cash generating units. These calculations require the use of estimates, however, as recoverable amounts significantly exceed   
 carrying values, including goodwill, there is no impairment within a reasonable range of assumptions.
(iii) Retirement benefit liabilities – as disclosed in note 12, the Group’s principal retirement benefit schemes are of the defined   
 benefit type. Y ear end recognition of the liabilities under these schemes and the valuation of assets held to fund these   
 liabilities require a number of significant assumptions to be made, relating to levels of scheme membership, key financial   
 market indicators such as inflation and expectations on future salary growth and asset returns. These assumptions are made   
 by the Group in conjunction with the schemes’ actuaries and the directors are of the view that any estimation should   
 be prudent and in line with consensus opinion.
New IFRS standards, amendments and interpretations effective in 2008
The IASB and IFRIC have issued additional standards which are effective for this accounting period. The following standards and 
interpretations have been adopted by the Group:
(i) IFRIC 14, ‘IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction’, provides   
 guidance on assessing the limit in IAS 19 on the amount of the surplus that can be recognised as an asset. It also explains how  
 the pension asset or liability may be affected by a statutory or contractual minimum funding requirement. The Group   
 has applied IFRIC 14 from 1 January 2008 which does not have an impact on the Group’s financial statements.
(ii) IFRIC 11, ‘IFRS 2 – Group and treasury share transactions’, provides guidance on whether share-based transactions involving   
 treasury shares or involving Group entities (for example, options over a parent’s shares) should be accounted for as  
 equity-settled or cash-settled share-based payment transactions in the stand-alone accounts of the parent and Group  
 companies. This interpretation does not have an impact on the Group’s financial statements.
Interpretations effective in 2008 but not relevant for the Group’s operations
The following interpretations to published standards are mandatory for accounting periods beginning on or after 1 January 2008 
but are not relevant to the Group’s operations:
(i) IFRIC 12, ‘Service concession arrangements’; and 
(ii) IFRIC 13, ‘Customer loyalty programmes’.
New IFRS standards and interpretations not applied
The IASB and IFRIC have issued additional standards and interpretations which are effective for periods starting after the date of 
these financial statements. The following standards and interpretations have yet to be adopted by the Group:
(i) IFRS 8 (Operating Segments) – IFRS 8 replaces IAS 14, ‘Segment reporting’, and aligns segment reporting with the  
 requirements of the US standard SFAS 131, ‘Disclosures about segments of an enterprise and related information’. The new  
 standard requires a ‘management approach’, under which segment information is presented on the same basis as that used  
 for internal reporting purposes. The Group will apply IFRS 8 from 1 January 2009 but it is not expected to have any impact  
 on the Group’s accounts.
Group accounting policies 45
(ii) IAS 23 (amendment), ‘Borrowing costs’ (effective from 1 January 2009) – The amendment to the standard is still subject to   
 endorsement by the EU. It requires an entity to capitalise borrowing costs directly attributable to the acquisition, construction  
 or production of a qualifying asset (one that takes a substantial period of time to get ready for use or sale) as part of the  
 cost of that asset. The option of immediately expensing those borrowing costs will be removed. The Group will apply IAS 23  
 (amendment) from 1 January 2009, subject to endorsement by the EU, but the standard is currently not applicable to the  
 Group as there are no qualifying assets.
(iii) IAS 1 (revised), ‘Presentation of financial statements’ (effective from 1 January 2009) – The standard is still subject to  
 endorsement by the EU. The revised standard will prohibit the presentation of items of income and expenses (that is,  
 ‘non-owner changes in equity’) in the statement of changes in equity, requiring ‘non-owner changes in equity’ to be presented  
 separately from owner changes in equity. All non-owner changes in equity will be required to be shown in a performance  
 statement, but entities can choose whether to present one performance statement (the statement of comprehensive  
 income) or two statements (the income statement and statement of comprehensive income). Where entities restate or  
 reclassify comparative information, they will be required to present a restated balance sheet as at the beginning of the  
 comparative period in addition to the current requirement to present balance sheets at the end of the current period and  
 comparative period. The Group will apply IAS 1 (revised) from 1 January 2009, subject to endorsement by the EU. It is likely  
 that both the income statement and statement of comprehensive income will be presented as performance statements.
(iv) IFRS 2 (amendment), ‘Share-based payment’ (effective from 1 January 2009) – The amendment to the standard is still subject  
 to endorsement by the EU. It deals with vesting conditions and cancellations. It clarifies that vesting conditions are service 
 conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. These  
 features would need to be included in the grant date fair value for transactions with employees and others providing similar  
 services; they would not impact the number of awards expected to vest or valuation there of subsequent to grant date. All  
 cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The Group will apply  
 IFRS 2 (amendment) from 1 January 2009, subject to endorsement by the EU. It is not expected to have a material impact on  
 the Group’s financial statements.
(v) IAS 32 (amendment), ‘Financial instruments: Presentation’, and IAS 1 (amendment), ‘Presentation of financial statements’ –  
 ‘Puttable financial instruments and obligations arising on liquidation’ (effective from 1 January 2009) – The amendment to the  
 standard is still subject to endorsement by the EU. It require entities to classify puttable financial instruments and instruments,  
 or components of instruments, that impose on the entity an obligation to deliver to another party a pro rata share of the net  
 assets of the entity only on liquidation as equity, provided the financial instruments have particular features and meet specific  
 conditions. The Group will apply IAS 32 and IAS 1(amendment) from 1 January 2009, subject to endorsement by the EU. It is  
 not expected to have any impact on the Group’s financial statements.
(vi) IFRS 1 (amendment), ‘First time adoption of IFRS’, and IAS 27, ‘Consolidated and separate financial statements’, (effective  
 from 1 January 2009) – The amended standard allows first-time adopters to use a deemed cost of either fair value or the  
 carrying amount under previous accounting practice to measure the initial cost of investments in subsidiaries, jointly  
 controlled entities and associates in the separate financial statements. The amendment also removes the definition of the cost  
 method from IAS 27 and replaces it with a requirement to present dividends as income in the separate financial statements  
 of the investor. The Group will apply IFRS 1 (amendment) from 1 January 2009. The amendment will not have any impact on  
 the Group’s financial statements. 
(vii) IAS 27 (revised), ‘Consolidated and separate financial statements’, (effective from 1 July 2009) – The revised standard requires  
 the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these  
 transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is  
 lost. Any remaining interest  in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. The  
 Group will apply IAS 27 (revised) prospectively to transactions with non-controlling interests from 1 January 2010.
(viii) IFRS 3 (revised), ‘Business combinations’ (effective from 1 July 2009) – The revised standard is still subject to endorsement by 
  the EU. The revised standard continues to apply the acquisition method to business combinations, with some significant 
 changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with 
  contingent payments classified as debt subsequently re-measured through the income statement. There is a choice on an   
 acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the  
 non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed.  
 The Group will apply IFRS 3 (revised) prospectively to all business combinations from 1 January 2010, subject to  
 endorsement by the EU.
Group accounting policies 46
Group accounting policies
(ix) IFRS 5 (amendment), ‘Non-current assets held-for-sale and discontinued operations’, (and consequential amendment to   
 IFRS 1, ‘First-time adoption’) (effective from 1 July 2009) – The amendment is part of the IASB’s annual improvements project 
  published in May 2008. The amendment to the standard is still subject to endorsement by the EU. The amendment clarifies 
 that all of a subsidiary’s assets and liabilities are classified as held for sale if a partial disposal sale plan results in loss of control. 
 Relevant disclosure should be made for this subsidiary if the definition of a discontinued operation is met. A consequential  
 amendment to IFRS 1 states that these amendments are applied prospectively from the date of transition to IFRSs. The 
 Group will apply the IFRS 5 (amendment) prospectively to all partial disposals of subsidiaries from 1 January 2010, subject to  
 endorsement by the EU.
(x) IAS 23 (amendment), ‘Borrowing costs’ (effective from 1 January 2009) – The amendment is part of the IASB’s annual 
 improvements project published in May 2008. The amendment to the standard is still subject to endorsement by the EU. The 
 definition of borrowing costs has been amended so that interest expense is calculated using the effective interest method 
 defined in IAS 39 ‘Financial instruments: Recognition and measurement’. This eliminates the inconsistency of terms between 
 IAS 39 and IAS 23. The Group will apply the IAS 23 (amendment) prospectively to the capitalisation of borrowing costs on  
 qualifying assets from 1 January 2009, subject to endorsement by the EU, but is currently not applicable to the Group as there  
 are no qualifying assets.
Interpretations of existing standards that are not yet effective and not relevant for the Group’s operations
The following interpretations to existing standards have been published and are mandatory for the Group’s accounting periods 
beginning on or after 1 January 2009 or later periods but are not relevant for the Group’s operations:
(i) IAS 16 (amendment), ‘Property, plant and equipment’ (and consequential amendment to IAS 7, ‘Statement of cash flows’)   
 (effective from 1 January 2009). 
(ii) IAS 27 (amendment), ‘Consolidated and separate financial statements’ (effective from 1 January 2009).
(iii) IAS 28 (amendment), ‘Investments in associates’ (and consequential amendments to IAS 32, ‘Financial Instruments:    
 Presentation’ and IFRS 7, ‘Financial instruments: Disclosures’) (effective from 1 January 2009). 
(iv) IAS 29 (amendment), ‘Financial reporting in hyperinflationary economies’ (effective from 1 January 2009).
(v) IAS 31 (amendment), ‘Interests in joint ventures’, (and consequential amendments to IAS 32 and IFRS 7) (effective from  
 1 January 2009).
(vi) IAS 38 (amendment), ‘Intangible assets’ (effective from 1 January 2009). 
(vii) IAS 40 (amendment), ‘Investment property’ (and consequential amendments to IAS 16) (effective from 1 January 2009).
(viii) IAS 41 (amendment), ‘Agriculture’ (effective from 1 January 2009).
(ix) IAS 20 (amendment), ‘Accounting for government grants and disclosure of government assistance’ (effective from  
 1 January 2009).
(x) The minor amendments to IAS 20 ‘Accounting for government grants and disclosure of government assistance’, and IAS 29,  
 ‘Financial reporting in hyperinflationary economies’, IAS 40, ‘Investment property’, and IAS 41, ‘Agriculture’, which are part of   
 the IASB’s annual improvements project published in May 2008 (not addressed above).
(xi) IFRIC 15, ‘Agreements for construction of real estates’ (effective from 1 January 2009).
Group accounts
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern 
the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting 
rights that are presently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in 
the consolidated financial statements from the date that control commences until the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition 
is measured as the fair value of the assets given plus costs directly attributable to the acquisition. Identifiable assets acquired and 
liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition 
date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the Group’s share of identifiable 
net assets acquired is recorded as goodwill.
Associates
Associated undertakings are those companies in which the Group has a beneficial interest of between 20% and 50% in the equity 
capital and where the Group exercises significant influence over commercial and financial policy decisions. The consolidated 
income statement includes the Group’s share of post-acquisition profits after tax, the consolidated statement of recognised 
income and expense includes the Group’s share of other recognised gains and losses, and the consolidated balance sheet includes 
the Group’s share of the underlying net tangible assets of associated undertakings.
Group accounting policies 47
Intangible assets
Goodwill
On the acquisition of a business, fair values are attributed to the net assets acquired. Goodwill arises where the fair value of the 
consideration given for a business exceeds such net assets. Goodwill arising on acquisitions is capitalised and subject to impairment 
review, both annually and when there are indications that the carrying value may not be recoverable. Goodwill is allocated to cash 
generating units for the purpose of this impairment testing.
Research and development
Research expenditure, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is 
charged to income in the year in which it is incurred. Internal development expenditure, whereby research findings are applied 
to a plan for the production of new or substantially improved products or processes, is charged to income in the year in which 
it is incurred unless it meets the recognition criteria of IAS 38 ‘Intangible Assets’. Measurement and other uncertainties generally 
mean that such criteria are not met. Where, however, the recognition criteria are met, intangible assets are capitalised and 
amortised over their useful economic lives from product launch. Intangible assets relating to products in development are subject 
to impairment testing at each balance sheet date or earlier upon indication of impairment. Any impairment losses are written off 
immediately to income.
Computer software
Acquired computer software licenses covering a period of greater than one year are capitalised on the basis of the costs incurred 
to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (three to five years).
Revenue recognition
Sales of goods
Revenue comprises the fair value for the sale of goods, excludes inter-company sales and value-added taxes and represents net 
invoice value less estimated rebates, returns and settlement discounts. Group sales are recognised as revenue in the period in 
which the significant risks and rewards of ownership have been transferred to a third party.
Interest and dividend income
Interest income is recognised on a time-proportion basis using the effective interest method. Dividend income is recognised when 
the right to receive payment is established.
Segmental reporting
A business segment is a group of assets and operations engaged in providing products and services that are subject to risks 
or returns that are different from those of other segments. A geographical segment operates within a particular economic 
environment that is subject to different risks and returns from other economic environments.
Employee benefits
Pension obligations
The Group accounts for pensions and similar benefits under IAS 19 ’Employee Benefits’. In respect of defined benefit plans 
(pension plans that define an amount of pension benefit that an employee will receive on retirement, usually dependent on one 
or more factors such as age, years of service and compensation), obligations are measured at discounted present value whilst plan 
assets are recorded at fair value. The liability recognised in the balance sheet in respect of defined benefit pension plans is the net 
of the plan obligations and assets. No allowance is made in the past service liability in respect of either the future expenses of 
running the schemes or for non-service related death in service benefits which may arise in the future. The operating costs of such 
plans are charged to operating profit and the finance costs are recognised as financial income or expense as appropriate. Service 
costs are spread systematically over the lives of employees and financing costs are recognised in the periods in which they arise. 
Actuarial gains and losses are recognised immediately in the statement of recognised income and expense. Payments to defined 
contribution schemes (pension plans under which the Group pays fixed contributions into a separate entity) are charged as an 
expense as they fall due.
Other post-retirement benefits
Some Group companies provide post-retirement healthcare benefits to their retirees. The entitlement to these benefits is usually 
conditional on the employee remaining in service up to retirement age and the completion of a minimum service period. The 
expected costs of these benefits are accrued over the period of employment using an accounting methodology similar to that for 
defined benefit pension plans. Actuarial gains and losses are recognised immediately in the statement of recognised income and 
expense. These obligations are valued annually by independent qualified actuaries.
Group accounting policies 48
Group accounting policies
Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever 
an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when 
it is demonstrably committed to either (i) terminating the employment of current employees according to a detailed formal 
plan without possibility of withdrawal or (ii) providing termination benefits as a result of an offer made to encourage voluntary 
redundancy.
Share based payments
The fair value of employee share option plans is calculated using the Black-Scholes or binomial model as appropriate. In 
accordance with IFRS 2 ’Share-based Payments’ the resulting cost is charged to the income statement over the vesting period of 
the options. The value of the charge is adjusted to reflect expected and actual levels of options vesting, as the Group does not use 
market-based performance criteria.
Currency translations
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary 
economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are 
presented in Sterling, which is the Company’s functional and presentation currency.
Transactions and balances
Assets and liabilities are translated at the exchange rates ruling at the end of the financial period. Exchange profits or losses on 
trading transactions are included in the Group income statement except when deferred in equity as qualifying cash flow hedges 
and qualifying net investment hedges, which, along with other exchange differences arising from non-trading items are dealt with 
through reserves.
Group companies
The results and financial position of all of the Group’s entities that have a functional currency different from the presentation 
currency are translated into the presentation currency as follows:
(i)  assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
(ii)  income and expenses for each income statement are translated at average exchange rates (unless this average is not a   
 reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income   
 and expenses are translated at the dates of the transactions); and
(iii)  all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and 
other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation 
is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.
Taxation
The charge for taxation is based on the profits for the year and takes into account taxation deferred because of temporary 
differences between the treatment of certain items for taxation and for accounting purposes. Temporary differences arise from 
the inclusion of profits and losses in the accounts in different periods from which they are recognised in tax assessments and 
primarily arise as a result of the difference between tax allowances on tangible fixed assets and the corresponding depreciation 
charge, and upon the pension fund deficit. Full provision is made for the tax effects of these differences. No provision is made for 
unremitted earnings of foreign subsidiaries where there is no commitment to remit such earnings. Similarly, no provision is made 
for temporary differences relating to investments in subsidiaries since realisation of such differences can be controlled and is not 
probable in the foreseeable future. Deferred tax assets are recognised to the extent that it is probable that future taxable profit 
will be available against which the temporary differences can be utilised.
Exceptional items
Exceptional items are non-recurring material items which are outside the normal scope of the Group’s ordinary activities such as 
liabilities and costs arising from a fundamental restructuring of the Group’s operations. Such items are disclosed separately within 
the financial statements.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation, with the exception of assets acquired as part of a 
business combination which are initially recorded at fair value. The Group’s policy is to write off the difference between the cost of 
all property, plant and equipment, except freehold land, and their residual value on a straight line basis over their estimated useful 
lives. Reviews are made annually of the estimated remaining lives and residual values of individual productive assets, taking account 
of commercial and technological obsolescence as well as normal wear and tear, and adjustments are made where appropriate. 
Under this policy it becomes impractical to calculate average asset lives exactly. However, the total lives range from approximately 
15 to 40 years for buildings, and 3 to 15 years for plant and equipment. All individual assets are reviewed for impairment when 
there are indications that the carrying value may not be recoverable. By far the bulk of the Group’s ‘plant and equipment’ asset 
class relates to the value of plant and equipment at the Group’s manufacturing facilities, consequently the Group does not seek to 
analyse out of this class other items such as motor vehicles and office equipment.
Group accounting policies 49
Impairment of non-financial assets
The Group assesses at each year end whether an asset may be impaired. If any evidence exists of impairment, the estimated 
recoverable amount is compared to the carrying value of the asset and an impairment loss is recognised where appropriate. In 
addition to this, goodwill is tested for impairment at least annually.
Non-current assets held for sale and discontinued operations
Non-current assets are classified as assets held for sale and stated at the lower of carrying amount and fair value less costs 
to sell if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use. A 
discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical 
area of operations. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be 
classified as held for sale. 
Leases
Assets acquired under finance leases are included in the balance sheet under tangible fixed assets at an amount reflecting the fair 
value of the asset and are depreciated over the shorter of the lease term and their estimated useful lives. The capital element of 
future lease rentals is included in creditors. Finance charges are allocated to the income statement each year in proportion to the 
capital element outstanding. The cost of operating leases is charged to the income statement as incurred.
Financial risk factors
The Group’s activities expose it to a variety of financial risks: currency risk, interest-rate risk, liquidity risk, and credit risk. The 
Group’s overall risk management strategy is approved by the Board and implemented and reviewed by the risk management 
committee. Detailed financial risk management is then delegated to the Group Finance department which has a specific policy 
manual that sets out guidelines to manage financial risk. Regular reports are received from all operating companies to enable 
prompt identification of financial risks so that appropriate action may be taken.
Currency risk
The Group operates internationally and is exposed to currency risk arising from various currency exposures, primarily with 
respect to the US Dollar and the Euro. Foreign exchange risk arises from future commercial transactions, recognised assets and 
liabilities and net investments in foreign operations. Entities in the Group use forward contracts and foreign currency bank balances 
to manage their foreign exchange risk arising from future commercial transactions, recognised assets and liabilities. The Group’s 
risk management policy is to hedge transactional risk up to three months forward. The Group has certain investments in foreign 
operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of 
the Group’s foreign operations is not specifically hedged but is reduced primarily through borrowings denominated in the relevant 
foreign currencies where it is efficient to do so.
For 2008, had the Group’s basket of reporting currencies been 10% weaker/stronger than the actual rates experienced, post-tax 
profit for the year would have been £9m (2007: £7m) lower/higher than reported, primarily as a result of the translation of the 
profits of the Group’s overseas entities, and equity would have been £13m (2007: £9m) lower/higher.
Interest rate risk
The Group has both interest bearing assets and liabilities. The Group has a policy of maintaining at least 50% of its gross 
borrowings at floating interest rates and at 31 December 2008 over 77% of Group borrowings were at floating rates. The 
Group uses interest rate swaps where appropriate and currently has a single interest rate swap in place as a fair value hedge of a 
proportion of its fixed rate US Dollar denominated borrowings. The swap is settled on a six monthly basis with the Group paying 
or receiving interest based on the differential between market rates at the start of each period and the fixed rate.
Based on the above, had interest rates moved by 10 basis points in the territories where the Group has substantial borrowings, 
post-tax profits would have moved by £0.2m (2007: £0.2m) due to increased interest expense on the Group’s floating rate 
borrowings.
Liquidity risk
The Group actively maintains a mixture of long-term and short-term committed facilities designed to ensure the Group has 
sufficient funds available for operations and planned investments. The Group also has an active share buyback programme which is 
managed to ensure the efficiency of the Group’s funding structure.
On a regular basis, management monitors forecasts of the Group’s cash flows against both internal targets and those targets 
imposed by external lenders. As shown in note 20, the Group has substantial committed, unused facilities and the directors are 
confident this situation will remain the case for the foreseeable future.
Credit risk
The Group has no significant concentrations of credit risk. It has policies in place to ensure that sales of products are made to 
customers with an appropriate credit history. Derivative counterparties and cash transactions are limited to high-credit quality 
financial institutions. The Group has policies that limit the amount of credit exposure to any financial institution.
Group accounting policies 50
Group accounting policies
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to 
provide returns for shareholders and benefits for other stakeholders, as well as maintaining an optimal capital structure to reduce 
overall cost of capital.
In order to maintain this optimal structure, the Group may adjust the amount of dividends paid, issue new shares, return capital to 
shareholders or dispose of assets to reduce net debt.
Underlying growth coupled to Return on Invested Capital (ROIC) is the key perceived driver of shareholder value within the 
Group. The acquisition of Uniqema reduced the ROIC, but also reduced Weighted Average Cost of Capital (WACC) since the 
deal was predominantly financed through debt. The Group’s target is to maintain the ROIC at a higher level than the WACC, a 
target achieved in 2008. In addition, the Group employs two widely used ratios to measure our ability to service our debt. Both 
net debt/EBITDA and EBITDA interest cover were ahead of target in 2008.
Additional information on performance against key performance indicators can be found in the financial review on page 11.
Derivative financial instruments
The Group uses derivative financial instruments to hedge its exposure to interest rates and short-term currency rate fluctuations.
Financial instruments are recorded initially at cost. Subsequent measurement depends on the designation of the instrument as 
either: (i) a hedge of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or (ii) a hedge of 
highly probable forecast transactions (cash flow hedge);
(i) Fair value hedge 
 Changes in the fair value of derivatives, for example interest rate swaps and foreign exchange contracts, that are designated   
 and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the   
 hedged asset or liability that are attributable to the hedged risk.
(ii)  Cash flow hedge 
 The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are  
 recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.  
 Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit 
 or loss (for instance when the forecast sale that is hedged takes place). However, when the forecast transaction that is  
 hedged results in the recognition of a non-financial asset (for example, inventory) or a liability, the gains and losses previously 
 deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.  
 When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any  
 cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is  
 ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative  
 gain or loss that was reported in equity is immediately transferred to the income statement.
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do 
not qualify for hedge accounting are recognised immediately in the income statement.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Any difference between the proceeds (net of 
transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using 
the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer 
settlement of the liability for at least 12 months after the balance sheet date.
Inventories
Inventories are stated at the lower of cost and net realisable amount on a first in first out basis. Cost comprises all expenditure, 
including related production overheads, incurred in the normal course of business in bringing the inventory to its location and 
condition at the balance sheet date. Net realisable amount is the estimated selling price in the ordinary course of business less any 
applicable variable selling costs. Provision is made for obsolete, slow moving and defective inventory where appropriate. Profits 
arising on intra Group sales are eliminated in so far as the product remains in Group inventory at the year end.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost, using the effective 
interest method, less impairment losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short term deposits. Bank overdrafts that are repayable on demand and 
form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose 
of the cash flow statement.
Group accounting policies 51
Environmental and restructuring provisions
The Group is exposed to environmental liabilities relating to its operations and liabilities arising from the restructuring of its 
operations following the acquisition of Uniqema. Provisions are made immediately where a constructive or legal obligation is 
identified, can be quantified and it is regarded as more likely than not that an outflow of resources will be required to settle the 
obligation. The Group does consider the impact of discounting when establishing provisions and provisions are discounted when 
the impact is material and the timing of cash flows can be estimated with reasonable certainty. 
Share capital
Investment in own shares 
(i) Employee Share Ownership Trusts
 Shares acquired by the Trustees, funded by the Company and held for the continuing benefit of the Company are  
 shown as a reduction in shareholders’ funds. Movements in the year arising from additional purchases by the Trustees  
 of shares or the receipt of funds due to the exercise of options by employees are accounted for within reserves and  
 shown as a movement in shareholders’ funds in the year. Administration expenses of the trusts are charged to the  
 Company’s income statement as incurred.
(ii)  Treasury shares
 Where any Group company purchases the Company’s equity share capital as treasury shares, the consideration paid,  
 including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the  
 Company’s equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently  
 sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the  
 related income tax effects, is included in equity attributable to the Company’s equity holders.
Preference share capital
Preference share capital is classified as equity as the Group has full discretion over the transfer of benefits associated with the 
shares.
Dividends
Dividends on preference shares are recognised as a liability on an accruals basis. Other dividends are recognised as a liability when 
the liability is irrevocable. Accordingly, final dividends are recognised when approved by shareholders and interim dividends are 
recognised when paid.
Investments
Investments in quoted securities are stated at fair value, being the appropriate quoted market value, with movements in the fair 
value passing through the income statement. Investments in unquoted securities are carried fair value unless such value cannot be 
reliably measured, in which case the investments are carried at cost. Investments are subject to impairment testing at each balance 
sheet date or earlier upon indication of impairment.
Group accounting policies 52
Consumer 
Care
Industrial 
Specialities Group
2008  
£m
2007  
£m
2008  
£m
2007  
£m
2008  
£m
2007  
£m
Income statement
Continuing operations
Revenue 442.4 345.6 514.0 459.2 956.4 804.8 
Expenses (352.5) (271.5) (489.2) (450.3) (841.7) (721.8)
Operating profit before exceptional items 89.9 74.1 24.8 8.9 114.7 83.0 
Exceptional items - (5.6)
Operating profit after exceptional items 114.7 77.4 
Profit after tax from discontinued operations - - (5.7) 50.9 (5.7) 50.9 
Net financial expenses (16.3) (22.2)
Tax (31.5) (18.7)
Profit for the year 61.2 87.4 
Balance sheet
Segment assets 335.8 240.7 446.2 462.1 782.0 702.8 
Goodwill 200.3 199.9 
Assets classified as held for sale 1.1 1.2 
Tax assets 49.4 43.1 
Cash, other financial assets and other investments 55.0 44.7 
T otal Group assets 1,087.8 991.7 
Segment liabilities (77.3) (56.6) (106.0) (122.2) (183.3) (178.8)
Tax liabilities (59.4) (65.3)
Borrowings and other financial liabilities (442.8) (409.4)
Provisions (48.5) (59.2)
Retirement benefit liabilities (88.5) (59.3)
T otal Group liabilities (822.5) (772.0)
Group net assets 265.3 219.7 
Other segmental disclosures
Capital expenditure (notes 13 & 14) 19.6 18.8 32.8 19.4 52.4 38.2 
Depreciation (notes 13 & 14) 14.7 12.2 19.3 19.3 34.0 31.5 
Notes to the Group accounts
1. Segmental analysis
Primary reporting format - business segments
At 31 December 2008 the Group continued to be organised on a worldwide basis into two main business segments, relating 
to the manufacture and sale of the Group’s products which are destined for either the Consumer Care market or the market 
for Industrial Specialities. There is no material trade between segments. Segment results include items directly attributable to 
a segment as well as those that can be allocated on a reasonable basis. Segment assets consist primarily of property, plant and 
equipment, inventories and trade and other receivables, whilst segment liabilities are mainly trade and other payables. 
Notes to the Group accounts 53
2008  
£m
2008  
£m
2008  
£m
2007  
£m
2007  
£m
2007  
£m
Before 
exceptional 
items
Exceptional 
items T otal
Before 
exceptional 
items
Exceptional 
items T otal
Analysis of net operating expenses  
by function:
Distribution costs 45.8 - 45.8 45.3 - 45.3 
Administrative expenses 54.0 - 54.0 58.6 (1.4) 57.2 
99.8 - 99.8 103.9 (1.4) 102.5 
2008  
£m
2007  
£m
The Group profit for the year is stated after charging:
Depreciation (note 13 & 14)
Owned assets 33.2 30.9 
Leased assets 0.8 0.6 
Staff costs (note 10) 157.9 142.6 
Redundancy costs
Non-exceptional 0.1 0.1 
Exceptional 5.8 2.0 
Inventories
Cost recognised as expense in cost of sales 673.0 543.6 
Net write down in year 10.4 4.5 
(Profit)/Loss on disposal and write off of fixed assets (0.1) 0.7 
Research and development 17.6 14.1 
Hire of plant and machinery 2.1 1.6 
Other operating lease rentals 2.3 2.6 
Bad debt exposure (note 18) 2.2 0.6
Revenue
Segment 
assets
Capital  
expenditure
2008  
£m
2007  
£m
2008  
£m
2007  
£m
2008  
£m
2007  
£m
Analysis by geographical origin
Continuing operations
Europe 574.8 488.5 505.8 436.4 37.1 21.1 
Americas 262.0 211.2 175.6 193.8 11.8 12.1 
Asia 96.3 80.9 82.4 56.7 3.1 4.6 
Rest of World 23.3 24.2 18.2 15.9 0.4 0.4 
956.4 804.8 782.0 702.8 52.4 38.2 
Analysis by geographical destination
Continuing operations
Europe 496.2 419.2 
Americas 279.8 227.7 
Asia 133.2 116.5
Rest of World 47.2 41.4 
956.4 804.8 
1. Segmental analysis (continued)
Secondary reporting format - geographical segments
The Group manages its business segments on a global basis. The operations are based mainly in the following geographical areas; 
Europe, with manufacturing sites in the UK (the home country of the Company), France, Holland, Germany, Italy and Spain; the 
Americas, with manufacturing sites in the USA and Brazil; and Asia, with manufacturing sites in Singapore, Japan, India, Korea and 
Indonesia.        
Additional information on the nature of operating expenses, including depreciation and employee costs, is provided in note 3.  
     
2. Net operating expenses
3. Profit for the year
Notes to the Group accounts 54
2008  
£m
2007  
£m
Services provided by the Group's auditors
Audit services
Fees payable to Company auditor for the audit of parent company and  
consolidated accounts 0.1 0.1
Non audit services
Fees payable to the Company's auditor and its associates for other services:
The audit of the Company's subsidiaries pursuant to legislation 0.5 0.5
Tax services 0.2 0.3
0.8 0.9
2008  
£m
2007  
£m
Financial expenses
Syndicated acquisition funding 22.0 26.5 
7.37% guaranteed senior loan notes due 2008 0.3 1.7 
Other bank loans and overdrafts 3.2 2.9 
25.5 31.1 
Financial income
Expected return on pension scheme assets less interest on scheme liabilities (note 12) (7.1) (5.0)
H.I.G Capital LLC loan note (0.5) - 
Bank interest receivable and similar income (1.6) (3.9)
(9.2) (8.9)
Net financial expenses 16.3 22.2 
2008  
£m
2007  
£m
(a) Analysis of tax charge for the year
Continuing operations
United Kingdom current tax
Corporation tax 7.7 5.7 
Relief for overseas taxes on dividends remitted to UK (7.7) (9.4)
- (3.7)
Overseas current corporate taxes 26.6 16.1 
Current tax 26.6 12.4 
Deferred tax 4.9 6.3 
31.5 18.7 
2008  
£m
2007  
£m
(b) Tax on items charged to equity
Deferred tax on actuarial movement on retirement benefit liabilities (5.7) 6.5
Deferred tax on share based payments 0.1 (0.1) 
(5.6) 6.4
Notes to the Group accounts
Exceptional items
During 2008, the Group successfully renegotiated one of the onerous contracts within the acquired Uniqema business, resulting in 
a credit to the income statement of £9.1m. In addition, a further charge to the income statement of £9.1m was made in respect 
of the continued restructuring of the business following the Uniqema acquisition. As a result of the respective credit and charge 
being in the same amount, there was no net exceptional impact on the income statement.
3. Profit for the year (continued)
4. Net financial expenses
5. Tax
Notes to the Group accounts 55
2008  
£m
2007  
£m
(c) Factors affecting the tax charge for the year
Profit before tax from continuing operations 98.4 55.2 
Tax at the standard rate of corporation tax in the UK, 28.5% (2007: 30%). 28.0 16.6 
Effect of:
Prior years' under/(over) provisions - 0.1 
Reduction in rate of deferred taxation - (1.0)
Tax cost of remitting overseas income to the UK 0.7 0.1 
Expenses and write offs not deductible for tax purposes 0.1 1.1 
Effect of higher overseas tax rates 2.7 1.8 
31.5 18.7 
2008  
£m
2007  
£m
The deferred tax balances included in these accounts are attributable to the following:
Deferred tax assets
Retirement benefit obligations 25.1 23.0 
Restructuring provisions 3.0 4.6 
Other provisions 21.3 15.5 
49.4 43.1 
Deferred tax liabilities
Excess of capital allowances over depreciation 45.9 50.5 
Revaluation gains 1.9 1.9 
Other 1.4 1.4 
49.2 53.8 
The movement on deferred tax balances during the year is summarised as follows:
Deferred tax charged through income statement
Continuing operations (note 5a) (4.9) (6.3)
Discontinued operations - (3.7)
Deferred tax credited/(charged) directly to equity (note 5b) 5.6 (6.4)
Business disposals 10.0 1.1 
Exchange differences 0.2 (1.3)
10.9 (16.6)
Net balance brought forward (10.7) 5.9 
Net balance carried forward 0.2 (10.7)
Deferred tax charged through the income statement relates to the following:
Restructuring provisions (1.6) (2.2)
Retirement benefit obligations (7.4) (11.6)
Excess of capital allowances over depreciation 1.9 0.7 
Reduction in rate of deferred taxation - 1.0 
Other 2.2 2.1 
(4.9) (10.0)
Deferred tax is calculated in full on temporary differences under the liability method at a rate of 28% in the United Kingdom and 
at rates appropriate to each overseas subsidiary. 
Deferred tax assets have been recognised in all cases where such assets arise, as it is probable the assets will be recovered.
Deferred tax is only recognised on the unremitted earnings of overseas subsidiaries to the extent that remittance is expected in 
the foreseeable future. If all earnings were remitted, an additional £3.6m of tax would be payable.
All movements on deferred tax balances have been recognised in income with the exception of the charges shown in note 5(b), 
which have been recognised directly in equity, the balances acquired with Uniqema and the balances transferred with business 
disposals in the year.
5. Tax (continued)
6. Deferred tax
Notes to the Group accounts 56
Notes to the Group accounts
7. Discontinued operations
In February 2008, continuing the Group’s strategy of focusing on it’s core business, the Group sold its 46.5% shareholding in its 
associate, Baxenden Chemicals Limited, to Chemtura Corporation for a £13m cash consideration.
In May 2008, in line with the Group’s strategic restructuring following the acquisition of Uniqema, the Group’s Chicago 
Oleochemicals business was sold to H.I.G. Capital LLC for £46.8m, with the sale including all current and non-current assets. The 
consideration included £38.6m cash and the balance as a loan note due in 2014 but repayable earlier in certain circumstances.
The impact of the operations discontinued in 2008, which both resided largely within the Industrial Specialities segment, is as 
follows:        
The aggregate amount of assets and liabilities in disposed businesses, along with net consideration received on sales of the 
businesses and consequent profit on sale, is as follows:        
The net proceeds include a loan note in the amount of £8.2m maturing in 2014 which may be repayable earlier in certain 
circumstances. £0.8m of costs relating to prior year disposals were also incurred in the year.
2008  
£m
2007  
£m
Revenue 46.2 145.3 
Expenses (41.5) (131.4)
Pre tax operating results from discontinued operations 4.7 13.9 
Tax (1.8) (4.0)
Post tax operating results from discontinued operations 2.9 9.9 
Profit or loss on disposal (9.9) 51.8 
Tax 1.3 (10.8)
Net exceptional (loss)/gain on disposal (8.6) 41.0 
T otal (loss)/profit after tax from discontinued operations (5.7) 50.9 
Cash flows from discontinued operations
Net cash flows from operating activities 2.3 18.3 
2008  
£m
Fixed assets 39.1 
Net current assets 19.7 
Investment in associated undertaking 9.5 
68.3 
Loss on disposal (9.9)
Net proceeds 58.4 
Notes to the Group accounts 57
T otal
Continuing 
operations
Discontinued 
operations T otal
Continuing 
operations
Discontinued 
operations
2008  
£m
2008  
£m
2008  
£m
2007  
£m
2007  
£m
2007  
£m
Profit for the year before exceptional items 69.8 66.9 2.9 50.1 40.2 9.9 
Exceptional items (8.6) - (8.6) 37.3 (3.7) 41.0 
Minority interests and preference dividend (0.3) (0.3) - (0.2) (0.2) - 
60.9 66.6 (5.7) 87.2 36.3 50.9 
Number 
m 
Number 
m 
Number 
m 
Number 
m 
Number 
m 
Number 
m 
Weighted average number of 10p ordinary 
shares in issue for basic calculation 134.4 134.4 134.4 134.6 134.6 134.6 
Deemed issue of potentially dilutive shares 2.3 2.3 2.3 2.4 2.4 2.4 
Average number of 10p ordinary shares for 
diluted calculation 136.7 136.7 136.7 137.0 137.0 137.0 
Pence Pence Pence Pence Pence Pence 
Basic earnings per share 45.3 64.8 
Basic earnings per share before  
   exceptional items 51.7 37.1 
Basic earnings per share from  
   continuing operations 49.6 27.0 
Basic earnings per share from continuing  
   operations before exceptional items 49.6 29.7 
Basic earnings per share from  
   discontinued operations (4.2) 37.8 
Diluted earnings per share 44.6 63.6 
Diluted earnings per share before  
   exceptional items 50.8 36.4 
Diluted earnings per share from  
   continuing operations 48.7 26.5 
Diluted earnings per share from continuing  
   operations before exceptional items 48.7 29.2 
Diluted earnings per share from  
   discontinued operations (4.2) 37.2 
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average 
number of ordinary shares in issue during the year, excluding those held in the employee share trusts (note 25) and those held as 
treasury shares (note 22) which are treated as cancelled as, except for a nominal amount, dividends have been waived.
For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all 
potentially dilutive ordinary shares.
Additional earnings per share measures are included above to give a better indication of the Group’s underlying performance.
8. Earnings per share
Notes to the Group accounts 58
Pence per 
share
2008  
£m
Pence per 
share
2007  
£m
Ordinary
Interim
2007 interim, paid October 2007 - - 4.95 6.7 
2008 interim, paid October 2008 6.20 8.3 - -
Final
2006 final, paid June 2007 - - 9.65 13.0 
2007 final, paid June 2008 10.80 14.5 - -
17.00 22.8 14.60 19.7 
Preference (paid June and December) 0.1 0.1 
Dividends paid to minority shareholders 0.2 0.2 
23.1 20.0 
2008  
£m
2007  
£m
Group employment costs including directors
Wages and salaries 123.6 108.9 
Share based payment charges (note 23) 3.0 2.6 
Social security costs 18.6 17.0 
Other pension costs (note 12) 12.7 14.1 
157.9 142.6 
2008  
Number
2007  
Number
Average employee numbers
Consumer Care 1,672 1,717 
Industrial Specialities 1,901 1,909 
Discontinued operations 56 274 
3,629 3,900 
2008  
£m
2007  
£m
Key management compensation including directors
Wages and salaries 4.9 4.6 
Share based payment charges 0.8 0.5 
Social security costs 0.7 0.7 
Other pension costs 0.4 0.5 
6.8 6.3 
The directors are proposing a final dividend of 13.55p per share, amounting to a total dividend of £18.2m, in respect of the 
financial year ending 31 December 2008. It will be paid on 4 June 2009 to shareholders registered on 1 May 2009 and has 
not been accrued in these financial statements. The total dividend for the year ending 31 December 2008 is 19.75p per share 
(£26.5m).
Redundancy costs of £5.9m (2007: £2.1m) are excluded from the above analysis.
As required by the Companies Act 1985, the figures disclosed above are weighted averages based on the number of employees at 
each month end. At 31 December 2008, the Group had 3,624 (2007: 3,736) employees in total.
Key management comprise the members of the main Board, Executive Committee and Finance Committee.
11. Directors’ remuneration
Detailed information concerning directors’ remuneration, interests and options is shown in the parts of the directors’ 
remuneration report subject to audit on pages 29 to 32 which form part of the annual report and accounts.
Notes to the Group accounts
9. Dividends
10. Employees
Notes to the Group accounts 59
2008  
£m
2007  
£m
Present value of retirement benefit liabilities
UK - pension schemes (397.2) (483.4)
US - pension and medical schemes (102.9) (76.5)
Rest of World (109.2) (83.7)
(609.3) (643.6)
Fair value of scheme assets
UK - pension schemes 399.0 475.9 
US - pension schemes 59.7 56.2 
Rest of World 62.1 52.2 
520.8 584.3 
Net liability (88.5) (59.3)
2008  
£m
2007  
£m
Movement in present value of retirement benefit liabilities in the year:
Opening balance 643.6 659.3 
Current service cost 9.4 10.8 
Post service cost and settlements on disposal of business (0.8) - 
Interest cost 37.6 32.9 
Actuarial gain (110.7) (42.8)
Contributions paid in
Employee 1.9 1.8 
Benefits paid (26.1) (23.2)
Exchange differences on overseas schemes 54.4 4.8 
609.3 643.6 
Movement in fair value of schemes' assets in the year:
Opening balance 584.3 499.4 
Expected return 44.7 37.9 
Shortfall of actual compared to expected return (134.6) (15.3)
Contributions paid in
Employee 1.9 1.8 
Employer 18.3 80.8 
Benefits paid out (26.1) (23.2)
Exchange differences on overseas schemes 32.3 2.9 
520.8 584.3 
2008  
£m
2007  
£m
Cumulative actuarial gains recognised in equity:
Opening balance (25.5) (4.5)
Net actuarial losses/(gains) charged in year 18.2 (21.0)
(7.3) (25.5)
The gross and net liability above includes an amount of £57.8m in respect of unfunded schemes (2007: £45.9m).
The actual loss on scheme assets in the year was £89.9m (2007: £22.6m).
T otal contributions to the schemes in 2009 are expected to be £29m.
12. Retirement benefit liabilities
The Group operates a number of retirement benefit schemes throughout the world. The principal schemes are in the UK and 
cover the vast majority of the Group’s UK employees. These schemes are of the defined benefit type with assets held in separate 
trustee administered funds and are funded. In the US, the Group operates a funded defined benefit scheme as well as providing 
unfunded post-retirement medical benefits for employees. In other countries benefits are determined in accordance with local 
practice and regulations and funding is provided on several bases. The acquisition of Uniqema resulted in the Group inheriting that 
business’ retirement benefit obligations and associated funding. These obligations are grouped with the obligations of the existing 
Croda schemes in the relevant region in the analyses below.
Defined benefit schemes
The amounts recognised in the balance sheet in respect of these schemes are as follows:
Notes to the Group accounts 60
2008  
£m
2007  
£m
Analysis of amounts recognised in income statement:
Charged to operating profit
Current service cost 9.4 10.8 
Credited to net financial expenses
Interest on scheme liabilities 37.6 32.9 
Expected return on assets (44.7) (37.9)
(7.1) (5.0)
Net charge to income statement before tax 2.3 5.8 
Of the amount charged to operating profit, £7.5m (2007: £8.2m) was included in cost of sales and £1.9m (2007: £2.6m) was 
included in administrative expenses.
In all territories, including the UK, assumptions regarding future mortality experience are set based on advice from the Group’s 
actuaries, published statistics and experience in each territory. The following mortality tables have been used in respect of 
the Group’s key schemes: UK: PA92 Calendar year 2005 -3 for current non-pensioners and PA92 Calendar year 2005 -2 for 
pensioners; USA: UP 1994 Projected to 2002 by Scale AA; Netherlands: AG Prognosetafel 2008-2050; Germany: Heubeck RT 
2005G.
The assets in the schemes comprised:
For funded schemes throughout the Group, the expected return on scheme assets has been derived as the weighted average of 
the expected returns from each of the main asset classes. The expected return for each class reflects a combination of historical 
performance analysis, the forward looking views of the financial markets (as suggested by the yields available) and the views of 
investment organisations.
History of UK schemes’ deficits and experience gains and losses:
12. Retirement benefit liabilities (continued)
2008 2007 
Valuation method Projected unit Projected unit
Discount rate 6.7% 5.8%
Inflation rate 2.9% 3.4%
Rate of increase in salaries 4.1% 4.6%
Rate of increase for pensions in payment 2.9% 3.4%
Expected return on scheme assets 7.6% 7.6%
2008  
% of fair value
2007  
% of fair value
Equities 66.1 67.3 
Bonds 16.2 10.3 
Property 9.2 13.5 
Other 8.5 8.9 
100.0 100.0 
UK pension schemes
The financial assumptions used to assess the UK scheme liabilities were:
2008  
£m
2007  
£m
2006  
£m
2005  
£m
Present value of retirement benefit liabilities (397.2) (483.4) (506.7) (443.8)
Fair value of scheme assets 399.0 475.9 421.0 347.8 
Net asset/(liability) 1.8 (7.5) (85.7) (96.0)
Experience loss on assets (109.9) (12.1) 9.4 33.2 
Experience gain on liabilities 103.7 (8.9) 0.3 (18.2)
Notes to the Group accounts
Notes to the Group accounts 61
A 1% change in the assumed medical cost inflation rate would alter the charge to the income statement by £0.1m.
The assets in the schemes comprised:
History of US schemes’ deficits and experience gains and losses:
12. Retirement benefit liabilities (continued)
US pension and post-retirement medical schemes
The financial assumptions used to assess the US scheme liabilities were:
2008 2007 
Valuation method Projected unit Projected unit
Discount rate 6.3% 6.5%
Rate of increase in salaries 4.0% 4.0%
Expected return on scheme assets 8.3% 8.2%
Medical cost inflation rate 9.0% 7.0%
2008  
% of fair value
2007  
% of fair value
Equities 37.9 54.1 
Government bonds 38.4 37.7 
Other 23.7 8.2 
100.0 100.0 
2008  
£m
2007  
£m
Contributions paid charged to operating profit 3.3 3.3
Other defined benefit schemes
The Group has retirement benefit liabilities in a number of other territories, notably Germany and Holland, and all schemes have 
been established in line with local custom and practice. The main German scheme is unfunded and has a closing obligation of 
£33.0m (2007: £25.7m), whilst the Dutch scheme is largely funded and has a net obligation of £6.6m (2007: net asset £3.0m) 
comprising a gross liability of £65.9m and assets of £59.3m.
The financial assumptions used to assess the Dutch and German scheme liabilities were:
Defined contribution schemes
2008  
£m
2007  
£m
2006  
£m
2005  
£m
Present value of retirement benefit liabilities (102.9) (76.5) (71.4) (17.6)
Fair value of scheme assets 59.7 56.2 45.4 7.3 
Net liability (43.2) (20.3) (26.0) (10.3)
Experience loss on assets (14.9) (2.4) 0.2 (0.3)
Experience gain on liabilities 2.5 (9.5) 1.6 - 
2008  
Holland
2007  
Holland
2008  
Germany
2007  
Germany
Valuation method
Projected 
unit 
Projected 
unit 
Projected 
unit 
Projected 
unit 
Discount rate 5.8% 5.7% 5.9% 5.4%
Inflation rate 2.3% 2.3% 2.0% 2.0%
Rate of increase in salaries 3.0% 3.0% 2.8% 2.5%
Rate of increase for pensions in payment 2.3% 2.3% 2.0% 2.0%
Expected return on scheme assets 6.1% 5.2% n/a n/a 
Notes to the Group accounts 62
Goodwill  
£m
Computer 
software  
£m
T otal  
£m
Cost
At 1 January 2007 199.9 6.8 206.7 
Exchange differences - 0.4 0.4 
Additions - 0.6 0.6 
Business disposals - (0.5) (0.5)
Disposals and write offs - (3.3) (3.3)
At 31 December 2007 199.9 4.0 203.9 
At 1 January 2008 199.9 4.0 203.9 
Exchange differences - 1.1 1.1 
Additions 0.5 0.1 0.6 
Disposals and write offs - (0.7) (0.7)
At 31 December 2008 200.4 4.5 204.9 
Depreciation and impairment losses
At 1 January 2007 - 0.6 0.6 
Exchange differences - 0.3 0.3 
Charge for the year - 1.9 1.9 
Business disposals - (0.3) (0.3)
Disposals and write offs - (2.1) (2.1)
At 31 December 2007 - 0.4 0.4 
At 1 January 2008 - 0.4 0.4 
Exchange differences - 0.2 0.2 
Charge for the year 0.1 1.1 1.2 
Disposals and write offs - (0.3) (0.3)
At 31 December 2008 0.1 1.4 1.5 
Net carrying amount
At 31 December 2008 200.3 3.1 203.4 
At 31 December 2007 199.9 3.6 203.5 
13. Intangible assets
Opening goodwill at 1 January 2007 arose on the Group’s acquisition of the trading assets of Westbrook Lanolin in 1998, which 
has been allocated in full to the Group’s UK manufacturing operation and to the Consumer Care segment, and the goodwill from 
the acquisition of Uniqema during 2006. As Uniqema has now been embedded into the Group’s pre-acquisition structure, it is not 
possible to allocate the goodwill on acquisition to any individual cash-generating unit (CGU) other than the total Group.
Goodwill is tested at each year end for impairment with reference to the relevant CGUs recoverable amount compared to the 
unit’s carrying value including goodwill. As disclosed above, the relevant CGU when testing the Uniqema goodwill is the Group as 
a whole. The recoverable amount is based on value in use calculations using pre-tax discounted cash flow projections based on 
the Group’s strategic plan for the first three years and a growth rate thereafter of 3% (2007:3%).
The cashflows have been discounted using the Group’s weighted average cost of capital, which for these purposes has been 
calculated to be approximately 7.4% before tax (2007:8%).
The key assumptions underpinning the strategic plan employed in the value in use calculation are that market share will not 
change significantly and that gross and operating margins will remain broadly constant.
Notes to the Group accounts
Notes to the Group accounts 63
Land & 
buildings  
£m
Plant & 
equipment  
£m
T otal  
£m
Cost
At 1 January 2007 115.1 377.3 492.4 
Exchange differences 5.5 20.0 25.5 
Additions 5.5 32.1 37.6 
Business disposals (4.8) (22.5) (27.3)
Other disposals and write offs (1.6) (10.1) (11.7)
At 31 December 2007 119.7 396.8 516.5 
At 1 January 2008 119.7 396.8 516.5 
Exchange differences 34.4 123.1 157.5 
Additions 3.6 48.8 52.4 
Business disposals (9.4) (59.1) (68.5)
Other disposals and write offs (1.7) (7.2) (8.9)
At 31 December 2008 146.6 502.4 649.0 
Depreciation and impairment losses
At 1 January 2007 25.2 133.7 158.9 
Exchange differences 2.4 11.1 13.5 
Charge for the year 4.2 25.4 29.6 
Business disposals (1.9) (15.1) (17.0)
Other disposals and write offs (1.6) (9.1) (10.7)
At 31 December 2007 28.3 146.0 174.3 
At 1 January 2008 28.3 146.0 174.3 
Exchange differences 15.2 69.6 84.8 
Charge for the year 4.5 28.3 32.8 
Business disposals (2.1) (27.3) (29.4)
Other disposals and write offs (0.8) (5.1) (5.9)
At 31 December 2008 45.1 211.5 256.6 
Net book amount
At 31 December 2008 101.5 290.9 392.4 
At 31 December 2007 91.4 250.8 342.2 
2008  
£m
2007  
£m
Group capital projects
At 31 December 2008 the directors had authorised the following expenditure  
on capital projects:
Contracted but not provided for 7.5 10.8 
Authorised but not contracted for 24.9 25.4 
32.4 36.2 
Operating leases - minimum lease payments
At 31 December 2008 the Group's future minimum lease commitments  
were due as follows:
Within one year 5.1 5.2 
From one to five years 11.6 13.8 
After five years 5.2 8.7 
21.9 27.7 
14. Property, plant and equipment
15. Future commitments
The net book value of assets held by the Group under finance leases at 31 December 2008 was £1.0m (2007: £0.5m). The leased 
equipment secures the lease obligations in note 20.
The Group leases various buildings, vehicles and other plant and equipment under non-cancellable operating lease arrangements. 
The leases have various terms typical of lease agreements for the particular class of asset.
Notes to the Group accounts 64
2008  
£m
2007  
£m
Investment in associated undertaking - 9.2 
H.I.G Capital LLC loan note 11.9 - 
Other investments 0.8 0.9 
12.7 10.1 
2008  
£m
2007  
£m
Raw materials 37.3 36.4 
Work in progress 8.6 6.0 
Finished goods 156.0 119.0 
201.9 161.4 
2008  
£m
2007  
£m
Amounts falling due within one year
Trade receivables 157.0 154.0 
Less: provision for impairment of receivables (3.5) (1.9)
Trade receivables - net 153.5 152.1 
Other receivables 22.4 24.3 
Prepayments 9.9 10.0 
185.8 186.4 
2008  
£m
2007  
£m
Impaired
Less than 3 months 1.3 0.4 
3 to 6 months 0.6 0.2 
Over 6 months 1.6 1.3 
3.5 1.9 
Not impaired
Less than 3 months 30.8 21.1 
3 to 6 months 1.1 0.3 
Other 6 months 0.7 -
32.6 21.4 
Investment in associated undertaking
The Group disposed of its investment in an associated undertaking during the year (note 7). The Group’s share of the total 
recognised profit of the associate for the year was £0.3m (2007: £1.1m). 
Other than dividends received in 2007 of £2.8m there were no other material transactions with the associated undertaking.
Loan note 
The Group received a loan note as part of the consideration for the disposal of its Chicago Oleochemicals business (note 7).The 
note is classified as a held to maturity investment and carries a notional coupon of 6% per annum payable at maturity. On receipt 
the loan was valued at a discount rate of 9.5% being the estimated market rate at the time applicable to the issuer.
Other investments        
Other investments of £0.8m (2007: £0.9m) comprise equity securities classified as available-for-sale and are included at cost, as fair 
value cannot be measured reliably, or, if quoted on an active market, at market value.
The Group consumed £673.0m (2007: £543.6m) of inventories during the period.
The ageing of the Group’s year end overdue receivables is as follows:
Notes to the Group accounts
16. Investments
17. Inventories
18. Trade and other receivables
Notes to the Group accounts 65
2008  
£m
2007  
£m
Amounts falling due within one year
Trade payables 77.9 75.9 
Other taxation and social security 6.2 5.1 
Other payables 20.0 38.8 
Accruals and deferred income 75.7 55.7 
179.8 175.5 
2008  
£m
2007  
£m
Current
Assets
Trade and other receivables 185.8 186.4
Interest rate swaps - 0.4 
185.8 186.8
Liabilities
Trade and other payables 179.8 175.5
Syndicated acquisition funding 30.0 30.0 
US$55m 7.37% guaranteed senior loan notes - 9.2 
Other unsecured bank loans and overdrafts due within one year or on demand 56.8 44.2 
Obligations under finance leases 0.4 0.1 
267.0 259.0
Non-current
Liabilities
Interest rate swaps 2.4 - 
Syndicated acquisition funding 261.2 325.2 
€136m term facility 90.5 - 
Other unsecured bank loans 0.9 0.3 
Obligations under finance leases 0.6 0.4 
355.6 325.9 
2008  
£m
2007  
£m
Sterling 31.2 19.2 
US Dollar 67.6 46.6 
Euro 53.7 89.3 
Other 33.3 31.3 
185.8 186.4 
2008  
£m
2007  
£m
At 1 January 1.9 2.0 
Exchange differences 0.7 -
Charged to income statement 2.2 0.6 
Net write off of uncollectible receivables (1.3) (0.7)
At 31 December 3.5 1.9 
Movements on the Group’s provision for impairment of trade receivables are as follows:
Amounts charged to the income statement are included within administrative expenses. The other classes of receivables do not 
contain impaired assets.
19. Trade and other payables
20. Borrowings, other financial liabilities and other financial assets
18. Trade and other receivables (continued)
The individually impaired receivables relate to customers in unexpectedly difficult economic circumstances. The overdue 
receivables against which no provision has been made relate to a number of customers for whom there is no recent history of 
default nor any other indication that settlement will not be forthcoming.
The carrying amounts of the Group’s receivables are denominated in the following currencies:
Notes to the Group accounts 66
2008  
£m
2007  
£m
Maturity profile of financial liabilities
Repayments fall due as follows:
Within one year
Bank loans and overdrafts 86.8 83.4 
Obligations under finance leases 0.4 0.1 
87.2 83.5 
After more than one year
Loans repayable
Within one to two years 30.8 75.0 
Within two to five years 324.2 250.5 
Obligations under finance leases payable between years two and five 0.6 0.4 
355.6 325.9 
The minimum lease payments under finance leases fall due as follows:
Within one year 0.4 0.2 
Within two to five years 0.7 0.5 
1.1 0.7 
Future finance charges on finance leases (0.1) (0.2)
Present value of finance lease liabilities 1.0 0.5 
Interest rate risk        
During 2006, the Group took out interest rate swaps with a notional value of £100m. These swaps are designated cash flow 
hedges of the floating rate acquisition funding drawn down in 2006 and result in an interest payment or receipt as above based on 
the differential between the floating rate of the acquisition funding (UK Sterling LIBOR) plus margin and the fixing rate of 5.19% 
plus margin. The swaps expire on 31 January 2010.
As at 31 December 2008, aside from the elements of the Group’s debt not left fixed as a result of the swaps described above, all 
Group debt and cash was exposed to repricing within 12 months of the balance sheet date.
At 31 December 2008, the Group’s fixed rate debt was at a weighted average rate of 5.99% (2007: 6.48%). The Group’s floating 
rate liabilities are predominantly based on LIBOR and its overseas equivalents.
Fair values        
The table on the following page details a comparison of the book and fair values of the Group’s financial assets and liabilities. 
Where there are no readily available market values to determine fair values, cash flows relating to the various instruments have 
been discounted at prevailing interest and exchange rates to give an estimate of fair value.
Fixed rate  
Weighted average
T otal  
£m
Fixed  
£m
Floating  
£m
Interest  
rate  
(%)
Fixed  
period 
(years)
Sterling 176.8 100.0 76.8 5.99 1.0 
US Dollar 106.2 - 106.2 - - 
Euro 154.6 - 154.6 - - 
Other 5.2 - 5.2 - - 
At 31 December 2008 442.8 100.0 342.8 5.99 1.0 
Sterling 195.2 100.0 95.2 6.44 2.0 
US Dollar 102.2 4.6 97.6 7.37 0.5 
Euro currencies 109.8 - 109.8 - - 
Other 2.2 - 2.2 - - 
At 31 December 2007 409.4 104.6 304.8 6.48 1.9 
Notes to the Group accounts
20. Borrowings, other financial liabilities and other financial assets (continued)
Elements of the syndicated acquisition funding are due for repayment over the five year term of the facility, however the bulk 
of the facility falls due for repayment upon expiry of the agreement in June 2011. Interest is charged at a floating rate based 
on LIBOR or EURIBOR, depending upon the drawdown currency, plus a variable margin. The margin the Group pays on its 
borrowings over and above standard rates is determined by the Group’s net debt to EBITDA ratio. The €136m term facility all falls 
due for repayment in June 2011 and is on broadly similar terms to the syndicated acquisition funding.
Interest rate and currency profile of Group financial liabilities
Notes to the Group accounts 67
For financial instruments with a remaining life of greater than one year, fair values are based on cash flows discounted at prevailing 
interest rates. Accordingly, the fair value of cash deposits and short term borrowings approximates to the book value due to 
the short maturity of these instruments. The same applies to trade and other receivables and payables excluded from the above 
analysis.
As noted in the accounting policies note on page 49, the Group’s management of its currency risk includes the use of forward 
foreign currency contracts. The fair value of the contracts in place at 31 December 2008 was £0.1m (2007: £nil). 
Borrowing facilities        
As at 31 December 2008, the Group had undrawn committed facilities of £53.1m (2007: £24.4m) expiring in more than two 
years, and £7.6m (2007: £15.0m) expiring within one year. In addition the Group had other undrawn facilities of £39.8m  
(2007: £59.7m) available.        
The environmental provision relates to soil and potential ground water contamination on a number of sites, both currently in 
use and previously occupied, in Europe and the Americas. Restructuring provisions relate to the ongoing plans to integrate the 
acquired Uniqema business with the existing Croda businesses. Other provisions relate primarily to onerous contracts within the 
acquired Uniqema business. Provisions are made where a constructive or legal obligation can be quantified and where the timing 
of the transfer of economic benefits relating to the provisions cannot be ascertained with any degree of certainty.
During 2008, the Group successfully re-negotiated one of the onerous contracts within the acquired Uniqema business, resulting 
in a credit to the income statement of £9.1m. In addition a further charge to the income statement of £9.1m was made in respect 
of the continued restructuring of the business following the Uniqema acquisition. 
In relation to the environmental and other provisions, the directors consider that the balance will be utilised within 20 years. With 
regard to the restructuring provision, significant utilisation has occurred in 2008 and the directors’ view is that there will be further 
significant elements, notably in respect of employee costs, that will be utilised in 2009 and that the balance will be largely utilised 
by 2011. Based on information currently available and on the detailed plans established for the restructuring of the Group, this 
level of provision is considered appropriate by the directors. Other provisions introduced following finalisation of the fair value 
exercise relate to the fair value adjustments in respect of onerous contracts and fixed asset decommissioning. These provisions 
will be largely utilised by 2011. The Group has considered the impact of discounting on its provisions and has concluded that, as a 
consequence of the significant utilisation expected in a relatively short timescale, the impact is immaterial.
Non cash utilisation of the restructuring provision relates to the write down of fixed and current assets required as a result of 
restructuring activity.
Book value Fair value Book value Fair value
2008  
£m
2008  
£m
2007  
£m
2007  
£m
Cash deposits 42.3 42.3 43.4 43.4 
Other investments 12.7 12.7 0.9 0.9 
Syndicated acquisition funding (291.2) (291.2) (355.2) (355.2)
€136m term facility (90.5) (90.5) - - 
US$55m 7.37% guaranteed senior loan notes due 2008 - - (9.2) (9.2)
Other bank borrowings (57.7) (57.7) (44.5) (44.5)
Obligations under finance leases (1.0) (1.0) (0.5) (0.5)
Interest rate swaps (2.4) (2.4) 0.4 0.4 
Environmental  
£m
Restructuring  
£m
Other  
£m
T otal  
£m
At 1 January 2008 15.1 21.5 22.6 59.2 
Exchange differences 2.7 2.9 4.6 10.2 
Charged/(credited) to income statement - 9.1 (8.7) 0.4 
Cash paid against provisions (1.2) (10.4) (6.7) (18.3)
Non-cash utilisation of provisions - (3.0) - (3.0)
At 31 December 2008 16.6 20.1 11.8 48.5 
2008  
£m
2007  
£m
Current 7.0 14.2 
Non-current 41.5 45.0 
48.5 59.2 
20. Borrowings, other financial liabilities and other financial assets (continued)
21. Provisions
Analysis of total provisions
Notes to the Group accounts 68
2008  
£m
2007  
£m
Authorised at 1 January and 31 December 17.3 17.3 
Issued at 1 January and 31 December 14.0 14.0 
In 2008 options were granted to employees under the Croda Savings-Related Share Option Scheme 1983 to subscribe for 
174,232 ordinary shares at an option price of 509p per share and under the International Sharesave Scheme to subscribe for 
285,248 shares at an option price of 509p per share. No options were granted in 2008 under the Senior Executive Share Option 
Scheme. No-cost options to subscribe for 303,191 ordinary shares were granted under the Long Term Incentive Plan during the 
year and no-cost options over a further 195,079 shares were granted under the Bonus Co-Investment Plan.
During the year consideration of £0.6m was received on the exercise of options over 266,767 shares. The options were satisfied 
with shares transferred from the Group’s employee share trusts. Since the year end a further 5,673 shares have been transferred 
from the schemes.
There are outstanding options to subscribe for ordinary shares as follows:
Year option 
granted
Number  
of shares Price Options exercisable from
Croda Savings-Related
Share Option Scheme 2003 7,473 230p 1 November 2008 to 30 April 2009
2004 160,090 226p 1 November 2009 to 30 April 2010
2005 143,015 328p 1 November 2010 to 30 April 2011
2006 143,821 328p 1 November 2009 to 30 April 2010
2007 284,913 520p 1 November 2010 to 30 April 2011
2008 170,467 509p 1 November 2011 to 30 April 2012
Croda International Overseas
Sharesave Scheme 2004 140,622 226p 1 November 2009 to 30 November 2009
2005 166,735 328p 1 November 2010 to 30 November 2010
2006 158,508 384p 1 November 2009 to 30 November 2009
2007 558,503 520p 1 November 2010 to 30 November 2010
2008 271,267 509p 1 November 2011 to 30 November 2011
Croda International Senior
Executive Share Option Schemes 2000 257,723 256p 22 March 2003 to 21 March 2010
2001 56,673 258p 7 March 2004 to 6 March 2011
2002 72,227 261p 13 March 2005 to 12 March 2012
2003 327,785 230p 5 March 2006 to 4 March 2013
Croda International Long-term
Incentive Plan 2006 203,172 Nil 23 February 2009 to 22 February 2010
2006 24,393 Nil 26 April 2009 to 25 April 2010
2007 229,901 Nil 22 February 2010 to 21 February 2011
2008 303,191 Nil 20 February 2011 to 19 February 2012
Croda International Bonus
Co-Investment Plan 2006 182,156 Nil 26 April 2009
2007 84,777 Nil 26 April 2010
2008 195,079 Nil 1 May 2011
2008  
£m
2007  
£m
Analysis of amounts recognised in income statement:
Charged in respect of equity-settled share based payment transactions 1.6 1.2 
Charged in respect of cash-settled share based payment transactions 1.4 1.4 
3.0 2.6 
Analysis of amounts recognised in balance sheet:
Liability in respect of cash-settled share based payment transactions 2.3 1.4 
23. Share based payments
The impact of share based payment transactions on the Group’s financial position is as follows:
Notes to the Group accounts
22. Ordinary share capital
Ordinary shares of 10p
Notes to the Group accounts 69
Number 
2008 
Weighted 
average 
exercise 
price (p) Number 
2007 
Weighted 
average 
exercise 
price (p)
Outstanding at 1 January 942,756 364 964,255 250 
Granted 174,232 509 319,241 520 
Forfeited (40,365) 448 (47,642) 308 
Exercised (157,146) 227 (293,098) 197 
Outstanding at 31 December 919,477 411 942,756 364 
Exercisable at 31 December 13,146 18,593 
For options exercised in year, weighted average share  
price at date of exercise 521 616 
Weighted average remaining life at 31 December (years) 2.2 2.6 
Grant date 2008
Share price at grant date 636p
Exercise price 509p
Number of employees 365
Shares under option 174,232
Vesting period 3 years
Expected volatility 30%
Option life 6 months
Expected life -
Risk free rate 4.3%
Dividend yield 2.8%
Possibility of forfeiture 7.5% pa
Fair value per option at grant date 173p
23. Share based payments (continued)
The key elements of each scheme along with the assumptions employed to arrive at the charge in the income statement are set 
out below.
Croda Savings-Related Share Option Scheme (“SAYE”)
The SAYE scheme, established in 1983, grants options annually in September to employees of the Group at a fixed exercise price, 
being the market price of the Company’s shares at the grant date discounted by up to 20%. Employees then enter into a savings 
contract over 3 to 5 years and, subject to continued employment, purchase options at the end of the period based on the amount 
saved. Options are then exercisable for a 6 month period following completion of the savings contract. As the option is equity 
settled, under IFRS 2 charges are only made in respect of options granted after 7 November 2002. For options granted in the year, 
the fair value per option granted and the assumptions used in the calculation of the value are as follows:
A reconciliation of option movements over the period is as follows:
Notes to the Group accounts
Grant date 2008
Share price at grant date 636p
Exercise price 509p
Number of employees 584
Shares under option 285,248
Vesting period 3 years
Expected volatility 40%
Option life 1 month
Expected life -
Risk free rate 1.4%
Dividend yield 3.3%
Possibility of forfeiture 7.5% pa
Fair value per option at 31 December 121p
Croda International Overseas Sharesave Scheme (“International”)
The International scheme, established in 1999, has the same option pricing model, savings contract and vesting period as the SAYE 
scheme. At exercise, employees are paid a cash equivalent for each option purchased, being the difference between the exercise 
price and market price at the exercise date. As the scheme is cash settled, IFRS 2 applies to all options in existence during the 
year, regardless of grant date. For options granted in the year, the fair value per option granted and the assumptions used in the 
calculation of the value are as follows: 70
Market condition Non-market condition
Grant date 20 February 2008 20 February 2008 
Share price at grant date 604p 604p
Number of employees 11 11
Shares under option 151,595 151,596
Vesting period 3 years 3 years
Option life 1 year 1 year
Expected life - -
Dividend yield 2.6% 2.6%
Possibility of forfeiture 7.5% pa 7.5% pa
Fair value per option at grant date 331p 560p
Number 
2008 
Weighted 
average 
exercise 
price (p) Number 
2007 
Weighted 
average 
exercise 
price (p)
Outstanding at 1 January 1,271,052 419 750,887 289 
Granted 285,248 509 680,655 520 
Forfeited (185,534) 448 (58,330) 311 
Exercised (67,102) 239 (102,160) 196 
Outstanding at 31 December 1,303,664 338 1,271,052 419 
For options exercised in year, weighted average share  
price at date of exercise 535 634
Weighted average remaining life at 31 December (years) 1.9 2.5 
Number 
2008 
Weighted 
average 
exercise 
price (p) Number 
2007 
Weighted 
average 
exercise 
price (p)
Outstanding at 1 January 834,061 245 1,544,545 250 
Forfeited (5,475) 256 (4,724) 256 
Exercised (109,651) 248 (705,760) 256 
Outstanding at 31 December 718,935 245 834,061 245 
Exercisable at 31 December 602,367 642,333 
For options exercised in year, weighted average share  
price at date of exercise 649 640 
Weighted average remaining life at 31 December (years) 2.8 3.8 
Croda International Long-T erm Investment Plan (“LTIP”)
The LTIP was established in 2005 and grants no cost options to senior employees which vest after 3 years dependent upon an 
EPS performance related sliding scale (non-market condition) and the Group’s total shareholder return (market condition). The 
LTIP is discussed in detail in the directors’ remuneration report (pages 26 to 27). For options granted in the year, the fair value per 
option granted and the assumptions used in the calculation of the value are as follows: 
23. Share based payments (continued)
Croda International Senior Executive Share Option Schemes (“Executive”)
The Group previously granted options to senior employees each year which are subject to satisfaction of performance conditions 
before they can be exercised. The performance conditions are discussed in detail in the directors’ remuneration report (page 27). 
As with the SAYE scheme, the Executive Scheme is equity settled and as a consequence only the options granted in 2003 fall 
within the scope of IFRS 2. No further options will be granted under this scheme.
A reconciliation of option movements over the period is as follows:
Notes to the Group accounts
Notes to the Group accounts 71
Grant date 1 May 2008
Share price at grant date 696.5p
Number of employees 51 
Shares under option 195,079 
Vesting period 3 years
Dividend yield 2.2%
Possibility of forfeiture 5%
Fair value per option at grant date 652p
Number 
2008 
Weighted 
average 
exercise 
price (p) Number 
2007 
Weighted 
average 
exercise 
price (p)
Outstanding at 1 January 710,989 - 481,088 - 
Granted 303,191 - 229,901 - 
Forfeited (6,537) - - - 
Exercised (246,986) - - - 
Outstanding at 31 December 760,657 - 710,989 - 
For options exercised in year, weighted average share  
price at date of exercise 666 -
Weighted average remaining life at 31 December (years) 2.3 2.3 
Number 
2008 
Weighted 
average 
exercise 
price (p) Number 
2007 
Weighted 
average 
exercise 
price (p)
Outstanding at 1 January 266,933 - 186,480 - 
Granted 195,079 - 84,777 - 
Forfeited - - (4,324) - 
Outstanding at 31 December 462,012 - 266,933 - 
Weighted average remaining life at 31 December (years) 1.4 1.7 
23. Share based payments (continued)
Bonus Co-Investment Plan (“BCIP”)
The BCIP was established in 2005 and grants no cost options to senior employees which vest after 3 years dependent upon 
performance related conditions. For options granted in the year, the fair value per option granted and the assumptions used in the 
calculation of the value are as follows:
A reconciliation of option movements over the period is as follows:
A reconciliation of option movements over the period is as follows:
Notes to the Group accounts
2008  
£000
2007  
£000
The authorised, issued and fully paid preference share capital comprises
5.9% preference shares of £1 616 616 
6.6% preference shares of £1 499 499 
7.5% preference shares of £1 22 22 
1,137 1,137 
24. Preference share capital
Croda International Share Incentive Plan (“SIP”)
The SIP was established in 2003 and has similar objectives to the SAYE scheme in terms of increasing employee retention and 
share ownership. Under the SIP scheme, employees enter into an agreement to purchase shares in the Company each month. 
For each share purchased by an employee, the Company awards a matching share which passes to the employee after 3 years’ 
service. The matching shares are allocated each month at market value with this fair value charge being recognised in the income 
statement in full in the year of allocation.
The preference shares have no redemption rights and carry no voting rights other than in certain circumstances affecting the 
rights of the preference shareholders, details of which are set out in the Company’s Articles of Association. The three classes of 
preference shares rank pari passu with each other but ahead of the ordinary shares on winding up. Rights on a winding up are 
limited to repayment of capital and any arrears of dividends. 72
2008  
£m
2007  
£m
At 1 January 1.7 1.9 
Exchange differences 0.3 (0.1)
Profit for the year 0.2 0.1 
Dividend paid to minority shareholders (0.2) (0.2)
At 31 December 2.0 1.7 
26. Minority interests
27. Contingent liabilities
The Company has guaranteed loan capital and bank overdrafts of subsidiary undertakings amounting to £112.2m  
(2007: £110.6m).
25. Shareholders’ funds and statement of changes in shareholders’ equity
Investments in own shares represent the Croda International Plc Qualifying Share Ownership Trust (QUEST), the Croda 
International Plc Employee Benefit Trust (CIPEBT) and the Croda International Plc AESOP Trust (AESOP), which each hold shares 
purchased on the open market to satisfy the future issue of shares under the Group’s share option schemes. As at  
31 December 2008 the QUEST was financed by a repayable on demand loan from the Company of £3.1m (2007: £3.4m) and 
held 0.5m (2007: 0.7m) shares at a cost of £3.1m (2007: £3.4m) with a market value of £2.6m (2007: £3.8m). As at  
31 December 2008 the CIPEBT was financed by a repayable on demand loan from the Company of £5.6m (2007: £5.9m) and 
held 1.0m (2007: 1.4m) shares at a cost of £5.6m (2007: £5.9m) with a market value of £5.4m (2007: £7.9m). 
As at 31 December 2008 the AESOP had issued all its previously held shares, as financed by the Company, and thus had no 
residual loan balance with the Company. All of the shares held by the QUEST and CIPEBT were under option at  
31 December 2008 and, except for a nominal amount, the right to receive dividends has been waived.
Notes to the Group accounts
Share 
capital
£m
Share 
premium 
account
£m
Capital 
redemption 
reserve
£m 
Translation 
reserve
£m
Retained 
earnings
£m
T otal
£m
At 1 January 2007 15.1 93.3 0.9 0.4 14.8 124.5 
T otal recognised income in the year - - - 6.6 107.9 114.5 
Dividends (note 9) - - - - (19.8) (19.8)
Share based payments - - - - 1.2 1.2 
Consideration paid for purchase of own shares (held in trust) - - - - (4.8) (4.8)
Consideration received for sale of own shares (held in trust) - - - - 2.4 2.4 
At 31 December 2007 15.1 93.3 0.9 7.0 101.7 218.0 
At 1 January 2008 15.1 93.3 0.9 7.0 101.7 218.0 
T otal recognised income in the year - - - 26.1 40.0 66.1 
Dividends (note 9) - - - - (22.9) (22.9)
Share based payments - - - - 1.5 1.5 
Consideration received for sale of own shares (held in trust) - - - - 0.6 0.6 
At 31 December 2008 15.1 93.3 0.9 33.1 120.9 263.3 
Notes to the Group accounts 73
Pages 74 to 79 represent the separate financial statements of Croda 
International Plc as required by the Companies Act 1985 (‘the Act’). 
These financial statements have been prepared in accordance with the Act 
and UK accounting standards and are thus presented separately to the 
Group financial statements which have been prepared in accordance with 
International Accounting Standards.
Croda International Plc
Parent company financial statements 74
Company independent auditor’s report
Independent auditor’s report to the members of Croda International Plc
We have audited the parent company financial statements of Croda International Plc for the year ended 31 December 2008 
which comprise the Company balance sheet, the Company accounting policies and the related notes. These parent company 
financial statements have been prepared under the accounting policies set out therein. We have also audited the information in 
the directors’ remuneration report that is described as having been audited.
We have reported separately on the Group financial statements of Croda International Plc for the year ended  
31 December 2008.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report, the directors’ remuneration report and the parent company financial 
statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted 
Accounting Practice) are set out in the statement of directors’ responsibilities.
Our responsibility is to audit the parent company financial statements and the part of the directors’ remuneration report to 
be audited in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and 
Ireland). This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance 
with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume 
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save 
where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the parent company financial statements give a true and fair view and whether 
the parent company financial statements and the part of the directors’ remuneration report to be audited have been properly 
prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the 
directors’ report is consistent with the parent company financial statements. The information given in the directors’ report includes 
that specific information presented in the Chairman’s statement, Chief Executive’s review and financial review that is cross referred 
from the business review section of the directors’ report. 
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all 
the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and 
other transactions is not disclosed.
We read other information contained in the annual report and consider whether it is consistent with the audited parent company 
financial statements. The other information comprises only the directors’ report, the unaudited part of the directors’ remuneration 
report, the Chairman’s statement, the Chief Executive’s review, the financial review and all of the other information listed on 
the contents page. We consider the implications for our report if we become aware of any apparent misstatements or material 
inconsistencies with the parent company financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices 
Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the parent company 
financial statements and the part of the directors’ remuneration report to be audited. It also includes an assessment of the 
significant estimates and judgements made by the directors in the preparation of the parent company financial statements, and of 
whether the accounting policies are appropriate to the Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in 
order to provide us with sufficient evidence to give reasonable assurance that the parent company financial statements and the 
part of the directors’ remuneration report to be audited are free from material misstatement, whether caused by fraud or other 
irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the 
parent company financial statements and the part of the directors’ remuneration report to be audited.
Opinion
In our opinion:
n the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted  
 Accounting Practice, of the state of the Company’s affairs as at 31 December 2008;
n the parent company financial statements and the part of the directors’ remuneration report to be audited have been properly  
 prepared in accordance with the Companies Act 1985; and
n the information given in the directors’ report is consistent with the parent company financial statements.
PricewaterhouseCoopers LLP 
Chartered Accountants and Registered Auditors 
Leeds 
26 February 2009
Company independent auditor’s report 75
Company balance sheet
at 31 December 2008
Note
2008
£m
2007
£m
Fixed assets
Tangible assets D 2.0 2.1 
Investments
Subsidiary undertakings E 518.4 438.8 
Associated undertaking F - 1.6 
Other F 0.6 0.6 
521.0 443.1 
Current assets
Debtors G 14.1 12.4 
Cash at bank and in hand 9.5 36.4 
Financial assets I - 0.4 
23.6 49.2 
Creditors
Falling due within one year H (102.6) (93.2)
Net current liabilities (79.0) (44.0)
Creditors
Falling due after one year H (311.1) (258.2)
Net assets 130.9 140.9 
Capital and reserves
Preference share capital 24 1.1 1.1 
Ordinary share capital 22 14.0 14.0 
Called up share capital 15.1 15.1 
Share premium account K 93.3 93.3 
Reserves K 22.5 32.5 
Shareholders' funds (including non-equity interests) 130.9 140.9 
Signed on behalf of the Board who approved the accounts on 16 February 2009
Martin Flower  Sean Christie
Chairman    Group Finance Director
Company balance sheet 76
Company accounting policies 
The principal accounting policies adopted in the preparation of these financial statements are set out below. They have all been 
applied consistently throughout the year and the preceding year, unless otherwise stated.
Accounting basis
The financial statements are prepared under the historical cost convention, as modified by the previous revaluation of properties, 
in compliance with the provisions of the Companies Act 1985, the requirements of the Listing Rules of the Financial Services 
Authority and applicable United Kingdom Accounting Standards. Whilst the consolidated accounts have been prepared under IFRS, 
as required by European law, the Company’s accounts continue to be prepared under UK GAAP as permitted.
Land and buildings
In the past the Company’s principal properties have been valued periodically by professional valuers on an open market, existing 
use basis. Following the Company’s adoption of FRS 15 in 2001, no further revaluations will be carried out and previous book 
values will be retained. Notwithstanding the requirements of FRS 15 all fixed assets are written down to their recoverable amount 
in the event that any impairment review carried out in accordance with FRS 11 indicates that the recoverable amount is less than 
the carrying value. The profit or loss on the disposal of land and buildings included in the profit and loss account represents the 
difference between the net proceeds of sale and the net book amount.
Depreciation
Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided at rates calculated to write down 
the cost of all tangible fixed assets, except freehold land, over their estimated useful lives on a straight line basis. The estimated 
average life for each major asset category is:
n Freehold buildings 15 to 40 years  
n Computers and office equipment 3 to 5 years 
n Cars 3 years 
n Plant and machinery 10 to 15 years
Leased assets
The cost of operating leases is charged to the profit and loss account as incurred.
Pensions
The defined benefit pension obligations of the Company are financed by contributions to separate funds. As the Company is 
unable to reliably and consistently measure its share of the underlying assets and liabilities of the funds, the Company accounts as 
though the funds were defined contribution funds and charges contributions paid directly to the profit and loss account.
Currency translations
Assets and liabilities are translated at the exchange rates ruling at the end of the financial period. Exchange profits or losses on 
trading transactions are included in the profit and loss account. Other exchange differences arising from non-trading items are 
dealt with through reserves.
Financial instruments
The Company uses derivative financial instruments to hedge its exposure to interest rates and short-term currency rate 
fluctuations. Receipts and payments on interest rate instruments are recognised on an accruals basis in the profit and loss account 
over the life of the instrument.
Instruments accounted for as hedges are designated as a hedge at the inception of the contract. Gains or losses are recognised on 
maturity of the underlying transaction.
Employee Share Ownership Trusts
Shares acquired by the Trustees, funded by the Company and held for the continuing benefit of the Company are shown as 
a reduction in shareholders’ funds. Movements in the year arising from additional purchases by the Trustees of shares or the 
receipt of funds due to the exercise of options by employees are accounted for within reserves and shown as a movement in 
shareholders’ funds in the year. Administration expenses of the trusts are charged to the Company’s profit and loss account as 
incurred.
Share based payments
The fair value of employee share option plans is calculated using the Black-Scholes or binomial model as appropriate. In 
accordance with FRS 20 ’Share-based Payment’ the resulting cost is charged to the income statement over the vesting period of 
the options. The value of the charge is adjusted to reflect expected and actual levels of options vesting as the Company does not 
use market-based performance criteria.
Dividends
Dividends on preference shares are recognised as a liability on an accruals basis. Other dividends are recognised as a liability when 
the liability is irrevocable. Accordingly, final dividends are recognised when approved by shareholders and interim dividends are 
recognised when paid.
Additional accounting policies
The following Group accounting policies, as disclosed on pages 44 to 51, are also relevant to the preparation of the Company 
financial statements: 
n Borrowings n Taxation n Trade and other receivables n Investments n Financial risk factors
Company accounting policies 77
Notes to the Company accounts
2008  
£m
2007  
£m
Company employment costs including directors
Wages and salaries 6.8 3.4 
Share based payment charges (note J) 1.5 1.1 
Social security costs 1.0 0.6 
Other pension costs 0.6 0.8 
9.9 5.9
Land & 
buildings 
£m
Plant & 
equipment 
£m
T otal  
£m
Cost or valuation
At 1 January 2008 2.0 1.2 3.2 
Additions 0.1 0.2 0.3
Disposals - (0.1) (0.1)
At 31 December 2008 2.1 1.3 3.4
Depreciation
At 1 January 2008 0.7 0.4 1.1 
Charge for year 0.2 0.2 0.4
Disposals - (0.1) (0.1)
At 31 December 2008 0.9 0.5 1.4
Net book amount
At 31 December 2008 1.2 0.8 2.0
At 31 December 2007 1.3 0.8 2.1 
2008  
£m
2007  
£m
Net book amount of land and buildings
Freehold 1.2 1.3 
Historical cost of land and buildings
Cost 0.3 0.2 
1988 valuations 1.9 1.9 
At 31 December 2.2 2.1 
Revaluation surpluses (1.1) (1.1)
Restated to historical cost 1.1 1.0 
Depreciation (0.7) (0.6)
Historical net book amount
At 31 December 0.4 0.4 
Number Number
Average employee numbers
Management and administration 68 49
B. Employees
D. Tangible fixed assets
A. Profit and loss account
Of the Group’s profit for the year £15.6m (2007: £8.4m) is dealt with in the profit and loss account of the Company which was 
approved by the Board on 16 February 2009 but which is not presented as permitted by s.230(3) Companies Act 1985. Included 
in the Company profit and loss account is a charge of £0.1m (2007: £0.1m) in respect of the Company’s audit fee.
C. Retirement benefit obligations
The Company’s employees are members of the UK defined benefit schemes, details of which are disclosed in note 12 to the 
Group accounts. Whilst the Group reports under IFRS, the UK GAAP equivalent figures for the UK schemes would not be 
significantly different. As the Company is unable to identify its share of the underlying assets and liabilities of the schemes, due 
mainly to changes in the Group’s corporate structure over the years, the Company has accounted as though the schemes were 
defined contribution schemes and has charged the contributions paid each year to the profit and loss account.
Notes to the company accounts 78
Shares 
 £m
Loans 
 £m
T otal  
£m
Cost less amounts written off
At 1 January 2008 259.7 179.1 438.8 
Exchange differences - 40.0 40.0
Additions 2.9 - 2.9
Amounts repaid - (81.8) (81.8)
Amounts invested - 118.5 118.5
At 31 December 2008 262.6 255.8 518.4
2008 
 £m
2007  
£m
Amounts owed by Group undertakings 1.1 2.1 
Corporate taxation 7.1 4.7 
Other debtors 5.3 1.3 
Prepayments 0.6 4.3 
14.1 12.4 
2008 
 £m
2007  
£m
Amounts falling due within one year
Borrowings (note I) 80.7 72.6 
Trade creditors 0.2 0.4 
Other taxation and social security 1.1 1.3 
Other creditors 9.4 6.3 
Accruals and deferred income 8.8 6.8 
Amounts owed to Group undertakings 2.4 5.8 
102.6 93.2 
Amounts falling due after one year
Borrowings (note I) 275.3 243.8 
Amounts owed to Group undertakings 35.8 14.4 
311.1 258.2 
Associated 
undertaking 
 £m
Other  
investments 
 £m
T otal  
£m
Cost or valuation of net equity
At 1 January 2008 1.6 0.6 2.2
Disposals (1.6) - (1.6)
At 31 December 2008 - 0.6 0.6
E. Subsidiary undertakings
G. Debtors
H. Creditors
F . Investments
Notes to the Company accounts
The principal subsidiary undertakings are listed on page 80.
Other investments comprise unlisted investments included at directors’ valuation based on appropriate attributable net assets.
Notes to the Company accounts 79
2008 
 £m
2007  
£m
Maturity profile of financial liabilities
Syndicated acquisition funding 305.3 273.8 
Interest rate swaps 2.4 -
Bank loans and overdrafts repayable on demand 48.3 42.6 
356.0 316.4 
Preference share capital 1.1 1.1 
357.1 317.5 
Repayments fall due as follows
Within one year
Syndicated acquisition funding 30.0 30.0 
Interest rate swaps 2.4 -
Bank loans and overdrafts 48.3 42.6 
80.7 72.6 
After more than one year
Loans repayable
Within one to two years 30.0 75.0 
Within two to five years 245.3 168.8 
Preference share capital repayable after five years 1.1 1.1 
276.4 244.9 
I. Financial instruments
The Company’s objectives, policies and strategies in respect of financial instruments are outlined in the accounting policies note on 
page 76 which forms part of the annual report and accounts. Short term debtors and creditors have been excluded from all of 
the following disclosures.
J. Share based payments
The total charge for the year in respect of share based remuneration schemes was £1.5m (2007: £1.1m). In addition, as the 
Company has issued options over its own shares to employees of its subsidiary companies, the Company has to increase the cost 
of its investment in the relevant subsidiary by the fair value of the options granted.
The key elements of each scheme are disclosed in note 23 of the Group accounts.      
Details of investments in own shares are disclosed in note 25 of the Group accounts.      
K. Reserves
Financial liabilities       
The Company holds interest rate swaps to hedge against the Group’s US$ fixed rate debt and against the floating rate acquisition 
funding. Details are given in note 20 of the Group accounts. As required under UK GAAP , the fair value of the swaps has been 
recognised on the Company balance sheet.       
Share 
premium 
account
Capital 
redemption 
reserve
Revaluation 
reserve
Profit & loss 
account T otal
£m £m £m £m £m
At 1 January 2008 93.3 0.9 2.1 29.5 125.8 
T otal recognised income in year - - - 10.5 10.5
Dividends - - - (22.9) (22.9) 
Share based payments - - - 1.8 1.8
Consideration received for sale of own shares
(held in trust) - - - 0.6 0.6
At 31 December 2008 93.3 0.9 2.1 19.5 115.8
Notes to the company accounts 80
Principal subsidiary companies
Incorporated 
and/or principally 
operating in
Group beneficial 
interest %
Principal operating companies
Croda Europe Ltd UK 100
John L Seaton & Co Ltd UK 100
Uniqema UK Ltd* UK 100
Croda Argentina SA Argentina 100
Croda Australia Australia 100
Croda Belgium NV Belgium 100
Croda do Brasil Ltda Brazil 100
Croda Canada Ltd Canada 100
Croda Chile Chile 100
Croda China Trading Company Ltd China 100
Croda Trading (Shanghai) Co Ltd China 100
Croda Colombia Colombia 100
Croda France SAS France 100
Crodarom SAS France 100
Sederma SAS France 100
Croda Chocques SAS France 100
Uniqema GmbH & Co KG Germany 100
Croda GmbH Germany 100
Croda Hong Kong Company Ltd Hong Kong 100
Croda Chemicals (India) Pvt Ltd* India 100
PT Croda Indonesia Ltd Indonesia 60
Croda Italiana SpA Italy 100
Uniqema Italia SRL Italy 100
Croda Japan KK Japan 100
Croda Specialities Malaysia Sdn Bhd Malaysia 100
Croda Mexico SA de CV Mexico 100
Uniqema BV Netherlands 100
Uniqema Nederland BV Netherlands 100
Croda Peruana SAC Peru 100
Croda Poland Sp z o o* Poland 100
Croda Russia Russia 100
Croda Singapore Ptd Ltd* Singapore 100
Croda (SA) Pty Ltd South Africa 100
Croda Korea South Korea 100
Croda Woobang Co Ltd South Korea 60
Croda Ibérica SA Spain 100
Croda Nordica AB Sweden 100
Croda (Thailand) Co., Ltd* Thailand 100
Croda Dubai UAE 100
Croda Inc USA 100
Croda Zimbabwe (Pvt) Ltd Zimbabwe 100
Principal holding companies
Croda Chemicals International Ltd* UK 100
Croda Overseas Holdings Ltd* UK 100
Croda Holdings SAS France 100
Croda Investments Inc USA 100
* Companies owned directly by Croda International Plc. 
Companies incorporated in the UK are registered in England.
Full details of investments in subsidiary and associated undertakings will be attached to the Company’s annual return made to the 
Registrar of Companies. Those not listed above were either not trading or not material.
Principal subsidiary companies 81
Shareholder information
Operating heads
Corporate calendar
Analysis of ordinary shareholders as at 20 February 2009
David Barraclough President - Asia Pacific 
Miguel De Bellis President - Latin America
Bryan Dobson President - Global Operations
Steve Foots President - Consumer Care Europe
Kevin Gallagher President - North America
Keith Layden President - Actives & Enterprise Technology
Kevin Nutbrown President - Industrial Specialities Europe
2009 Annual General Meeting 29 April 2009
2008 Final ordinary dividend payment 4 June 2009
2009 Half year results announcement 28 July 2009
2009 Interim ordinary dividend payment 8 October 2009
2009 Preference dividend payments 30 June 2009
31 December 2009
2009 Full year results announcement February 2010
Number of holders Number of shares
% of  
issued capital
By size of holding
1 – 1,000 2,676 1,247,296 0.89
1,001 – 5,000 1,871 4,162,619 2.98
5,001 – 10,000 249 1,775,773 1.27
10,001 – 50,000 242 5,630,108 4.02
50,001 – 100,000 87 6,358,054 4.54
100,001 – 500,000 120 26,173,148 18.70
500,001 – upwards 61 94,602,971 67.60
5,306 139,949,969 100.00
By type of holder
Private holders 3,535 8,379,669 5.99
Institutional and corporate holders 1,767 126,272,665 90.23
Treasury shares 1 3,757,589 2.68
Shares held in Croda trusts 3 1,540,046 1.10
5,306 139,949,969 100.00
Investor relations
Shareholders can now get up to date information on Stock Exchange announcements, key dates in the corporate calendar, the 
Croda share price and brokers’ estimates by visiting our corporate web site at www.croda.com and clicking on the section called 
“Investor”.
Shareholders can receive shareholder communications electronically by registering on our corporate website www.croda.com. T o 
register click on Company, Investor followed by “Investor alerts by e-mail”. Receiving corporate communications by email has a 
number of benefits including being more environmentally friendly, reducing unnecessary waste, faster notification of information to 
shareholders and eventually leading to a reduction in company costs. 
Shareholders can check their shareholdings on the Registrars’ website, www.capitaregistrars.com. Please note that in order to gain 
access to this information, shareholders will require their investor reference. This is an 11 digit number starting with either five or 
six zeros and is printed on each dividend warrant.
Shareholder information 82
Shareholder information
Share price information
As well as being available on our website, the latest ordinary share price is available on the Financial Times Cityline service  
(0905 817 1690) (calls cost 75 pence per minute from a BT landline and the average duration is 1 minute per stock) or via the 
BBC’s broadcast teletext service.
The middle market values of the listed share capital at 31 December 2008, or last date traded*, were as follows:
Dividend Reinvestment Plan (“DRIP”) 
Ordinary shareholders may wish to know about this plan, which allows you to use your dividends to buy further shares in Croda. 
The DRIP is administered by Capita IRG Trustees Ltd (“CIRGT”). CIRGT will instruct the broker to buy shares on the dividend 
payment date at the then current market price. Any cash left over which is insufficient to purchase a whole share will be carried 
forward and held, without interest, in a client money bank account. The DRIP commission charged to the shareholder is 1% of the 
purchase price of the shares, with a minimum charge of £2.50. This is exclusive of stamp duty reserve tax at 0.5% of the deal value. 
Should you wish to apply you should request an application pack by telephoning 0871 664 0381 (calls cost 10p per minute plus 
network extras) or, if calling from overseas, +44 20 8639 3402; alternatively you can email shares@capitaregistrars.com
Overseas Shareholders 
Capita has an International Payment Service that allows you to receive your dividend payments in your local currency, sent directly 
to your local bank account - potentially saving you time and money. Further details are available from Shareholder Administration, 
Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU; telephone UK: 0871 664 0386 (Calls cost 10 
pence per minute plus network extras) or +44 20 8639 3405 (from outside the UK) or by logging on to www.capitaregistrars.
com/international
Share dealing
Share dealing services are available for shareholders to either sell or buy Croda ordinary shares. For further information on these 
services, please contact:
UK shareholders only - Capita Share Dealing Services 
www.capitadeal.com (on-line dealing) 
0871 664 0446 (telephone dealing) - calls cost 10p per minute plus network extras
UK & overseas shareholders - Stocktrade  
Telephone dealing 0845 601 0995 (non UK +44 131 240 0414) quoting reference Low Co0238  
For further information visit www.stocktrade.co.uk/Croda
Relating to beneficial owners of shares with ‘information rights’
Please note that beneficial owners of shares who have been nominated by the registered holder of those shares to receive 
information rights under section 146 of the Companies Act 2006 are required to direct all communications to the registered 
holder of their shares rather than to the Company’s registrar, Capita Registrars, or to the Company directly.
Capital gains tax
The market value of the listed share capital at 31 March 1982 were as follows:
Ordinary shares 519.5p
5.9% preference shares 85p
6.6% preference shares 100p
Ordinary shares 77.5p
Deferred ordinary shares 40.5p
5.9% preference shares 42.5p
6.6% preference shares 47.5p
7.5% preference shares (estimated) 45.0p
*
*
Shareholder information 83
Warning to shareholders
In recent years many companies have become aware that their shareholders have received unsolicited phone calls or 
correspondence concerning investment matters. These are typically from overseas based “brokers” who target UK shareholders 
offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. They can be very persistent 
and extremely persuasive and a 2006 survey by the Financial Services Authority (“FSA”) has reported that the average amount 
lost by investors is around £20,000. It is not just the novice investor that has been duped in this way; many of the victims have 
been investing successfully for several years. Shareholders are advised to be very wary of any unsolicited advice, offers to buy 
shares at a discount or offers of free company reports.
If you receive any unsolicited investment advice:
n Make sure that you get the correct name of the person and organisation 
n Check that they are properly authorised by the FSA before getting involved. Y ou can check at www.fsa.gov.uk/register/ 
n The FSA also maintains on its website a list of unauthorised overseas firms who are targeting, or have targeted, UK investors  
 and any approach from such organisations should be reported to the FSA so that this list can be kept up to date and any other  
 appropriate action can be considered. If you deal with an unauthorised firm, you would not be eligible to receive payment  
 under the Financial Services Compensation scheme. The FSA can be contacted by completing an on-line form at  
 www.fsa.gov.uk/pages/doing/regulated/law/alerts/overseas.shtml 
n Inform our Registrar’s compliance department on 020 8639 2041 or email compliance@capitaregistrars.com
Details of any share dealing facilities that the Company endorses will be included in Company mailings. 
More detailed information on this or similar activity can be found on the FSA website www.moneymadeclear.fsa.gov.uk/
Secretary and registered office 
A L Scott (Secretary) 
Cowick Hall, Snaith, Goole, East Y orkshire DN14 9AA  
Tel: +44 (0)1405 860551  
Fax:+44 (0)1405 861767 
Website: www.croda.com
Registered in England number 206132 
Registrars 
Capita Registrars  
Northern House, Woodsome Park, Fenay Bridge, Huddersfield, West Y orkshire HD8 0GA 
Tel: 0871 664 0300 (from UK) - calls cost 10p per minute plus network extras 
+44 20 8639 3399 (from overseas) 
Fax: +44 1484 601512 
Website: www.capitaregistrars.com 
E-mail: shareholder.services@capitaregistrars.com
Auditors 
PricewaterhouseCoopers LLP
Merchant bankers 
UBS Limited
Solicitors 
Eversheds LLP
Stockbrokers 
UBS Limited  
Morgan Stanley & Co. International plc
Pension fund managers 
UBS Global Asset Management (UK) Limited 
Schroder Investment Management Limited 
Legal & General Investment Management  
Macquarie Capital Funds (Europe) Limited 
CB Richard Ellis Collective Investors Limited 
Edinburgh Partners Limited 
Babcock & Brown Offshore Infrastructure Associates Limited 
Innisfree Limited    
Consulting actuaries 
Watson Wyatt Limited
Shareholder information 84
Five year record
2008
£m
2007
£m
2006
£m
2005
£m
2004
£m
Turnover 956.4 804.8 480.1 289.9 265.5 
Operating profit 114.7 83.0 59.7 51.4 45.1 
Profit before tax 98.4 60.8 52.5 49.4 43.1 
Profit after tax 66.9 40.2 35.0 32.2 27.9 
Profit attributable to ordinary shareholders * 60.9 87.2 7.9 32.6 30.5 
% % % % % 
Operating profit as a % of turnover ** 12.0 10.3 7.5 17.7 17.0 
Return on invested capital (ROIC) ** 9.8 8.1 6.9 12.5 11.4 
Effective tax rate 32.0 33.9 33.3 34.8 35.3 
pence pence pence pence pence 
Earnings per share * 51.7 37.1 28.9 25.6 22.2 
Dividends per share 19.75 15.75 14.30 13.35 12.50 
times times times times times
Net debt/EBITDA ** 2.6 2.8 3.3 0.4 0.2
EBITDA interest cover ** 9.4 5.8 4.2 35.1 32.3
2008
£m
2007
£m
2006
£m
2005
£m
2004
£m
Fixed assets 608.5 555.8 551.5 130.3 144.8 
Stock 201.9 161.4 133.5 53.4 52.0 
Debtors 184.6 186.4 192.5 55.7 54.9 
Creditors (183.3) (178.8) (198.4) (44.6) (41.9)
Other 1.1 1.6 2.0 15.4 - 
Capital employed 812.8 726.4 681.1 210.2 209.8 
Dividends, tax, provisions and other (60.9) (81.4) (64.9) 1.7 (0.9)
Pension fund liability (88.5) (59.3) (159.9) (107.1) (104.1)
663.4 585.7 456.3 104.8 104.8 
Shareholders funds 263.3 218.0 124.5 79.7 88.8 
Minority interests 2.0 1.7 1.9 0.9 0.8 
265.3 219.7 126.4 80.6 89.6 
Net debt 398.1 366.0 329.9 24.2 15.2 
663.4 585.7 456.3 104.8 104.8 
Gearing (%) 150.1 166.6 261.0 30.0 17.0 
Earnings
Summarised balance sheet
* T otal Group figures, all other figures are continuing operations only. 
** 2006 pro-forma full year Uniqema
Earnings exclude exceptional items in order to present a clearer year on year comparison.   
Five year record This Annual Report is printed on Satimat Club paper,  
selected from mixed sources. Croda International Plc 
Cowick Hall  Snaith 
Goole  East Y orkshire 
DN14 9AA  England 
Tel +44 (0)1405 860551 
Fax +44 (0)1405 861767
www.croda.com
Designed and produced by Dawson Design Manchester
Croda International Plc  Annual Report & Accounts 2008