Report of the Directors
Governance

Other Statutory Information

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Interests in Voting Rights

The following information had been disclosed to the company under the Financial Conduct Authority’s (FCA’s) Disclosure and Transparency Rules in respect of notifiable interests in the voting rights in the company’s issued share capital exceeding the 3% notification threshold:

  Nature of holding1 Total voting rights % of total voting rights2
As at 31st March 2013:      
BlackRock, Inc. Indirect 20,254,207 9.88%
  Financial Instrument (CFD) 289,753 0.14%
Ameriprise Financial, Inc.3 Direct 264,202 0.12%
  Indirect 10,512,731 4.89%
Lloyds Banking Group plc3 Indirect 10,731,602 4.99%
FIL Limited3 Indirect 10,516,934 4.89%
  Financial Instrument (CFD) 43,890 0.02%
From 31st March 2013 to 31st May 2013:      
Legal & General Group Plc Direct 6,235,307 3.04%
Norges Bank Direct 6,224,575 3.04%
1
A person has an ‘Indirect’ holding of securities if they are held on its behalf or it is able to secure that rights carried by them are exercised in accordance with its instructions.
2
Total voting rights attaching to the issued ordinary share capital of the company (excluding treasury shares) at the date of disclosure as notified to the company.
3
Disclosures made to the company prior to the company’s share capital consolidation in August 2012 (as referred to above). Figures shown in the table relate to the company’s pre-consolidated share capital.

Other than as stated above, as far as the company is aware, there is no person with a significant direct or indirect holding of securities in the company.

Contracts with Controlling Shareholders

There were no contracts of significance (as defined in the FCA’s Listing Rules) subsisting during the period between any group undertaking and a controlling shareholder. There were no contracts for the provision of services to any group undertaking by a controlling shareholder subsisting during the period.

Directors

The following served as directors during the year:

The biographical details of all the directors serving at 31st March 2013, including details of their relevant experience and other significant commitments, are shown on in the Board of Directors section.

As announced on 20th May 2013, Odile Desforges is being appointed to the board as a non-executive director with effect from 1st July 2013.

As announced on 5th June 2013, Bill Sandford will retire from the board and John Walker will be appointed to the board as an executive director, both with effect from 9th October 2013.

Appointment and Replacement of Directors

The rules about the appointment and replacement of directors are contained in the company’s Articles of Association. These include:

Notwithstanding these provisions, the board has agreed that all directors will seek re-election at each annual general meeting in accordance with the UK Corporate Governance Code. At the 2013 AGM, Colin Matthews and Odile Desforges, having been appointed by the directors during the year, will be offering themselves for election and all other directors will be offering themselves for re-election.

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

Johnson Matthey’s Articles of Association are available on the Investor Relations / Corporate Governance section of our website. These 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 our 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 2013, and their connected persons, in the issued shares of the company (or in derivatives or other financial instruments relating to such shares) disclosed in accordance with the FCA’s Listing Rules are given in the Remuneration Report. The Remuneration Report also sets out details of any changes in those interests between 31st March 2013 and 31st May 2013.

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 period. There were no contracts of significance (as defined in the FCA’s Listing Rules) subsisting during the period to which any group undertaking was a party and in which a director of the company is or was materially interested.

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