Directors’ report: Other information
Share capital information
As at 31 December 2008, the Company’s authorised share capital was £50,150,002 divided into 501,500,020 ordinary shares of 10 pence each. On 31 December 2008 there were 257,217,888 ordinary shares in issue. No shares were issued during the year. The ordinary shares are listed on the London Stock Exchange and can be held in certificated or non-certificated form.
The rights and obligations attaching to the Company’s ordinary shares, in addition to those conferred on their holders by law, are set out in the Company’s Articles of Association, a copy of which can be viewed on the Company’s website or obtained by writing to the Company Secretary or from Companies House in the UK. The holders of ordinary shares are entitled to receive the Company’s annual report and financial statements, to attend and speak at general meetings of the Company, to appoint proxies and to exercise voting rights.
The directors are responsible for the management of the Company and may exercise all the powers of the Company, subject to the provisions of the relevant statutes and the Company’s Memorandum and Articles of Association. For example, the Articles contain specific provisions and restrictions regarding the Company’s powers to borrow money; provisions relating to the appointment of directors, subject to subsequent shareholder approval; delegation of powers to a director or committees; and, subject to certain exceptions, a director shall not vote on or be counted in a quorum in relation to any resolution of the board in respect of any contract in which he / she has an interest which he / she knows is material.
Changes to the Articles of Association must be approved by the shareholders in accordance with the legislation in force from time to time.
There are no restrictions on voting rights except as set out in the Articles of Association (in circumstances where the shareholder has not complied with a statutory notice or paid up what is due on the shares). There are no restrictions on the transfer (including requirements for prior approval of any transfers) or limitations on the holding of ordinary shares subject to the following:
The board may refuse to register the transfer of:
a) a partly-paid share;
b) an uncertificated share in the circumstances set out in the Uncertificated Securities Regulations 2001; and
c) a certificated share if a duly executed transfer is not provided together with any necessary document of authority.
There are no known arrangements under which financial rights are held by a person other than the holder of the shares.
Shares to be acquired through the Company’s share plans rank pari passu with the shares in issue and have no special rights. The Company operates an employee trust with an independent trustee, Appleby Trust (Jersey) Limited, to hold shares pending employees becoming entitled to them under the Company’s share incentive plans. On 31 December 2008 the trustee held 4,000,000 shares in the Company. The trust waives its dividend entitlement and abstains from voting the shares at general meetings.
The Company is not party to any significant agreements that would take effect, alter or terminate upon a change of control following a takeover bid, apart from its bank facility agreements which provide for a negotiation period following a change of control and the ability of a lender to cancel its commitment and for outstanding amounts to become due and payable.
The Company does not have any agreements with any director or employee that would provide compensation for loss of office or employment resulting from a takeover. However, provisions in the Company’s share incentive plans may cause awards granted to directors and employees to vest on a takeover.
Interests in voting rights
As at 16 March 2009, the Company had been notified, pursuant to the Disclosure and Transparency Rules, of the following notifiable voting rights in its issued share capital. These holdings relate only to those institutions which have notified the Company of an interest in the issued share capital.
| Name | Shares | % of issued share capital | Nature of holding |
|---|---|---|---|
| Schroder Investment Management Limited | 27,473,340 | 10.68% | Direct and indirect |
| BlackRock Investment Management (UK) Limited | 13,670,132 | 5.31% | Indirect |
| Legal & General Group Plc | 12,970,255 | 5.04% | Direct and indirect |
| Baillie Gifford & Co | 12,784,320 | 4.97% | Direct and indirect |
Supplier policy statement
The Company agrees terms and conditions for its business transactions with suppliers and payment is made in accordance with these, subject to the terms and conditions being met by the supplier.
The Company acts as a holding company and had no trade creditors at 31 December 2008. The average number of days’ credit taken by the Group during the year was 10 days (2007: 14).