Report of the Directors
Governance

Other Statutory Information

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Directors

The following served as directors during the year ended 31st March 2012:

The biographical details of all the directors serving at 31st March 2012, including details of their relevant experience and other significant commitments, are shown in the Board of Directors section.

As announced on 22nd May 2012, Sir Thomas Harris will be retiring from the board at the close of the 2012 Annual General Meeting on 25th July 2012.

Appointment and Replacement of Directors

The rules about the appointment and replacement of directors are contained in the company’s Articles of Association. The 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 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. Also under the company’s Articles of Association, at least one third of the board must retire by rotation at each annual general meeting. Notwithstanding these provisions, the board has agreed that all directors will seek re-election at each annual general meeting in accordance with the Code. Accordingly, all directors (other than Sir Thomas Harris) will be offering themselves for re-election at the 2012 Annual General Meeting.

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 2006 Act 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, the appointment is terminated or expires and the directors resolve that his or her 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.

The Company’s Articles of Association

The company’s Articles of Association are available on the Investor Relations / Corporate Governance section of the company’s website. The company’s Articles of Association may only be amended by a special resolution at a general meeting of the company.

Powers of the Directors

The powers of the directors are determined by the company’s Articles of Association, UK legislation including the 2006 Act and any directions given by the company in general meeting.

The directors have been authorised by the company’s Articles of Association to issue and allot ordinary shares and to make market purchases of its own shares. These powers are referred to shareholders for renewal at each annual general meeting. Any shares so purchased by the company may be cancelled or held as treasury shares. Further information is set out under ‘Purchase by the Company of its Own Shares’.

The Interests of Directors in the Company’s Shares

The interests of persons who were directors of the company at 31st March 2012, and their connected persons, in the issued shares of the company (or in derivatives or other financial instruments relating to such shares) as at that date notified or notifiable to the company under the FSA’s DTRs are given in the Remuneration Report. The Remuneration Report also sets out details of any changes in those interests between 31st March 2012 and 31st May 2012.

Directors’ Interests in Contracts

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 2012 or from that date up to the date of publication of this annual report. There were no contracts of significance (as defined in the FSA’s Listing Rules) subsisting during the year ended 31st March 2012 or from that date up to the date of publication of this annual report to which any group undertaking was a party and in which a director of the company is or was materially interested.

Change of Control

During the year ended 31st March 2012 and from that date up to the date of publication of this annual report there were no significant agreements to which the company or any subsidiary was or is a party that take effect, alter or terminate on a change of control of the company following a takeover bid.

However, the company and its subsidiaries were, during this period, and are, as at the date of publication of this annual report, 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 American 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 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.

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.

During the year ended 31st March 2012 and from that date up to the date of publication of this annual report there were no other agreements between the company or any subsidiary and its or their directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid.

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