Other Statutory Information.

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Major Shareholders

As at 1st June 2011, the following information had been disclosed to the company under the Financial Services Authority’s Disclosure and Transparency Rules in respect of holdings exceeding the 3% notification threshold:

  Nature of holding   Total voting rights   % of total voting rights (1)
BlackRock, Inc. Indirect   20,570,656   9.58%
  Financial Instrument (CFD)   578,823   0.27%
FIL Limited Indirect   10,735,815   5.00%
Prudential plc Direct   10,623,919   4.95%
  Indirect   77,634   0.03%
Lloyds Banking Group plc Direct   1,142,771   0.53%
  Indirect   9,625,114   4.48%
Legal & General Group Plc Direct   8,581,762   3.99%
(1) Total voting rights attaching to the issued ordinary share capital of the company (excluding treasury shares) at the date of disclosure.

Directors

The following served as directors during the year ended 31st March 2011:

Sir John Banham Mr M J Roney
Mr N A P Carson Mr W F Sandford
Mr A M Ferguson Mr T E P Stevenson
(appointed 13th January 2011) (appointed 29th March 2011)
Sir Thomas Harris Mrs D C Thompson
Mr R J MacLeod Mr A M Thomson
Mr L C Pentz Mr R J W Walvis

Sir John Banham, Mr Thomson and Mr Walvis will be retiring from the board at the close of the forthcoming Annual General Meeting and therefore do not offer themselves for re-election. Mr Ferguson and Mr Stevenson, both of whom were appointed during the year, will retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for election. In accordance with the provisions of the UK Corporate Governance Code, all the remaining directors will be offering themselves for re-election at the forthcoming Annual General Meeting.

The names and biographical details of all the directors are shown in the Board of Directors section.

Details of the constitution of the board and its committees are set out in the Corporate Governance section.

Appointment and Replacement of Directors

The company’s Articles of Association provide that the number of directors is not subject to any maximum but must not be less than six, unless otherwise determined by the company by ordinary resolution. Directors may be appointed by an ordinary resolution of the members or by a resolution of the directors. Under the company’s Articles of Association, a director appointed by the directors must retire at the next following Annual General Meeting and is not taken into account in determining the directors who are to retire by rotation at the meeting.

Under the company’s Articles of Association, at every Annual General Meeting at least one third of directors must retire by rotation. The directors to retire by rotation must include any director who has not been subject to election or re-election at the time of the two preceding Annual General Meetings and (if so required to constitute one third of directors) those directors who have been longest in office since their last appointment or reappointment. Notwithstanding this provision in the Articles of Association, all directors who served throughout the whole of the year ended 31st March 2011 (other than Sir John Banham and Messrs Thomson and Walvis who will be retiring from the board in July 2011) will be offering themselves for re-election at this year’s Annual General Meeting in accordance with the UK Corporate Governance Code.

A director may be removed by a special resolution of the company. In addition, a director must automatically cease to be a director if (i) he or she ceases to be a director by virtue of any provision of the Companies Act 2006 or he or she becomes prohibited by law from being a director, or (ii) he or she becomes bankrupt or makes any arrangement or composition with his or her creditors generally, or (iii) he or she is suffering from a mental disorder, or (iv) he or she resigns from his or her office by notice in writing to the company or, in the case of an executive director, his appointment is terminated or expires and the directors resolve that his office be vacated, or (v) he or she is absent for more than six consecutive months without permission of the directors from meetings of the directors and the directors resolve that his or her office be vacated, or (vi) he or she is requested in writing, or by electronic form, by all the other directors to resign.

Powers of the Directors

The powers of the directors are determined by the company’s Articles of Association, the Companies Act 2006 and any directions given by the company in general meeting. The directors have been authorised by the Articles of Association to issue and allot ordinary shares and to make market purchases of shares. These powers are referred to shareholders at the Annual General Meeting for renewal. Any shares purchased may be cancelled or held as treasury shares.

Directors’ Conflicts of Interests

Procedures are in place to ensure compliance with the directors’ conflict of interest duties set out in the Companies Act 2006. The company has complied with these procedures during the year ended 31st March 2011 and the board believes that these procedures operate effectively. During the year, details of any new conflicts or potential conflict matters were submitted to the board for consideration and, where appropriate, these were approved.

At the end of March 2011, the board undertook an annual review of previously approved conflict or potential conflict matters and, to the extent that these were still relevant, agreed that they should continue to be authorised on the terms previously set out. In each case, the review was undertaken by directors who were genuinely independent of the conflict matter. Authorised conflict or potential conflict matters will continue to be reviewed by the board on an annual basis.

Directors’ Indemnities

Under Deed Polls the company has granted indemnities in favour of each director of the company in respect of any liability that he or she may incur to a third party in relation to the affairs of the company or any group member. These provisions were in force during the year ended 31st March 2011 for the benefit of all persons who were directors of the company at any time during the year ended 31st March 2011 and remain in force for the benefit of all persons who are directors of the company as at the date when this Report of the Directors was approved.

Under Deed Polls the company has also granted indemnities in favour of each director of its subsidiaries in respect of any liability that he or she may incur to a third party in relation to the affairs of any group member. These provisions were in force during the year ended 31st March 2011 for the benefit of all persons who were directors of the subsidiaries at any time during the year ended 31st March 2011 and remain in force for the benefit of all persons who are directors of the subsidiaries as at the date when this Report of the Directors was approved.

Copies of the Deed Polls and 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 Tuesday 19th July 2011 until the conclusion of the meeting.

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