Corporate Governance and Remuneration
The board’s statement on corporate governance matters is given 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 2011.
Articles of Association
The Articles of Association may only be amended by a special resolution at a general meeting of the company.
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.
A description of the company’s policy applied during the year ended 31st March 2011 relating to the recruitment, employment and training of disabled employees can be found in the Sustainability section.
A description of the action taken by the company during the year ended 31st March 2011 relating to employee involvement can be found in the Sustainability section.
Use of Financial Instruments
Information on the group’s financial risk management objectives and policies and its exposure to credit risk, liquidity risk, interest rate risk and foreign currency risk can be found in note 28.
The company and its subsidiaries have established branches in a number of different countries in which they operate.
Policy on Payment of Commercial Debts
The group’s policy in relation to the payment of all suppliers (set out in its Group Control Manual, which is distributed to all group operations) is that payment should be made within the credit terms agreed with the supplier, subject to the supplier having performed its obligations under the relevant contract. It is not the group’s policy to follow any specific code or standard on payment practice in respect of its suppliers. At 31st March 2011, the company’s aggregate level of ‘creditor days’ amounted to 8 days. Creditor days are calculated by dividing the aggregate of the amounts which were outstanding as trade payables at 31st March 2011 by the aggregate of the amounts the company was invoiced by suppliers during the year ended 31st March 2011 and multiplying by 365 to express the ratio as a number of days.
During the year ended 31st March 2011 the group donated £517,000 (2010 £458,000) to charitable organisations worldwide, of which £320,000 (2010 £298,000) was in the UK.
Political Donations and Expenditure
It is the policy of the group not to make political donations. During the year ended 31st March 2011, no donations were made by the company or its subsidiaries to any EU political party, EU political organisation or to any EU independent election candidate (2010 £ nil), no EU political expenditure was incurred (2010 £ nil) and no contributions to political parties outside the EU were made within the meaning of Part 14 of the Companies Act 2006 (2010 £ nil).
The Report of the Directors is the ‘management report’ for the purposes of the Financial Services Authority’s Disclosure and Transparency Rules (DTR 4.1.8R).
Auditors and Disclosure of Information
In accordance with section 489 of the Companies Act 2006, resolutions are to be proposed at the forthcoming Annual General Meeting for the reappointment of KPMG Audit Plc as auditors of the company and to authorise the directors to determine their remuneration.
So far as each person serving as a director of the company at the date this Report of the Directors was approved by the board is aware, there is no relevant audit information of which the company’s auditors are unaware. Each such director hereby confirms that he or she has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.
The Report of the Directors was approved by the Board of Directors on 1st June 2011 and is signed on its behalf by:
- Annual General Meeting
- Share Capital
- Employee Share Schemes
- Major Shareholders
- Appointment and Replacement of Directors
- Powers of the Directors
- Directors’ Conflicts of Interests
- Directors’ Indemnities
- Corporate Governance and Remuneration
- Articles of Association
- Change of Control
- Disabled Persons
- Employee Involvement
- Use of Financial Instruments
- Policy on Payment of Commercial Debts
- Charitable Donations
- Political Donations and Expenditure
- Management Report
- Auditors and Disclosure of Information