Corporate Governance and Remuneration
The board‘s statement on corporate governance matters is set out in the Corporate Governance section and its report on directors‘ remuneration, which includes details of service contracts and the directors‘ interests in the shares of the company, is set out in the Remuneration Report.
Other than service contracts, no director had any interest in any material contract with any group company at any time during the year ended 31st March 2010.
Articles of Association
The Articles of Association may only be amended by a special resolution at a general meeting of the company. A special resolution proposing the adoption of new Articles of Association will be proposed at the forthcoming Annual General Meeting. Further details are set out in the Notice of the Annual General Meeting. The company‘s Articles of Association are available for inspection during normal business hours at the company‘s registered office and will be available for inspection at the forthcoming Annual General Meeting from 10.00 am on Wednesday 21st July 2010 until the conclusion of the meeting.
Change of Control
There are no significant agreements to which the company is a party that take effect following a change of control of the company but the company and its subsidiaries are party to a number of commercial agreements that may allow the counterparties to alter or terminate the agreements on a change of control of the company following a takeover bid. Other than the matters referred to below, these are not deemed by the company to be significant in terms of their potential effect on the group as a whole.
The group has a number of loan notes and borrowing facilities which may require prepayment of principal and payment of accrued interest and breakage costs if there is change of control of the company. The group has also entered into a series of financial instruments to hedge its currency, interest rate and metal price exposures which provide for termination or alteration if a change of control of the company materially weakens the creditworthiness of the group.
The company is party to a marketing agreement with a subsidiary of Anglo Platinum Limited, originally entered into in 1992, under which the company was appointed as sales and marketing agent for refined platinum group metals worldwide excluding the US and the company agreed to provide certain marketing services. The agreement contains provisions under which the counterparty may have the right to terminate the agreement on a change of control of the company.
The rules of the company‘s employee share schemes set out the consequences of a change of control of the company on participants‘ rights under the schemes. Generally such rights will vest and become exercisable on a change of control subject to the satisfaction of relevant performance conditions.
The executive directors‘ service contracts each contain a provision to the effect that if the contract is terminated by the company within one year after a change of control of the company, the company will pay to the director as liquidated damages an amount equivalent to one year‘s gross basic salary and other contractual benefits less the period of any notice given by the company to the director. There are no other agreements between the company and its directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) on a change of control of the company following a takeover bid.
Other than the marketing agreement with a subsidiary of Anglo Platinum Limited referred to above, the group does not have any contractual or other arrangements with any persons which the directors consider are essential to the business of the company.Continue