Report of the Directors
Governance

Other Statutory Information

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Change of Control

During the period 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 the period, and are, as at the date of approval 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. As announced on 15th February 2013, the company agreed with Anglo American Platinum Limited that the marketing agreement would continue until it expires on 31st December 2013 but would not be extended beyond that date.

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 base 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 period 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.

Disabled Persons

A description of the company’s policy applied during the period relating to the recruitment, employment and training of disabled employees can be found in the Governance and Sustainability section.

Employee Involvement

A description of the action taken by the company during the period relating to employee involvement can be found in the Social section.

Use of Financial Instruments

Information on the group’s financial risk management objectives and policies, its exposure to credit risk, liquidity risk, interest rate risk and foreign currency risk and its use of financial instruments can be found in note 27.

Branches

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 and persons who may become suppliers is set out in its Group Control Manual, which is distributed to all group operations. The group’s policy 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 other specific code or standard on payment practice in respect of its suppliers.

At 31st March 2013, the company’s aggregate level of ‘creditor days’ amounted to 6 days. Creditor days are calculated by dividing the aggregate of the amounts which were outstanding as trade payables at 31st March 2013 by the aggregate of the amounts the company was invoiced by suppliers during the year ended 31st March 2013 and multiplying by 365 to express the ratio as a number of days.

Charitable Donations

During the year the group donated £615,000 (2012 £645,000) to charitable organisations worldwide, of which £379,000 (2012 £378,000) was in the UK. Further information on donations made by the group worldwide are given in the Social section.

Political Donations and Expenditure

It is the policy of the group not to make political donations or incur political expenditure.

Under the 2006 Act, political donations by the company to any political parties, other political organisations or independent election candidates or the incurring by the company of political expenditure are prohibited unless authorised by shareholders in advance. Under the legislation, the terms political donation, political party, political organisation and political expenditure are capable of wide interpretation. Sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling public duties and support for bodies representing the business community in policy review or reform may fall within these definitions. During the year:

The term ‘EU’ as used above applies to parties, organisations and independent election candidates that seek public office in any EU Member State and to expenditure incurred in their support or in relation to any referendum held under the laws of an EU Member State. ‘Non-EU political party’ means any political party which carries on, or proposes to carry on, its activities wholly outside EU Member States.

The company has no intention either now or in the future of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate. However, to avoid inadvertently contravening the 2006 Act, the board is proposing at the 2013 AGM to renew the authority, first granted by shareholders at the AGM in 2004, and renewed at each subsequent annual general meeting, for the company to make political donations and to incur political expenditure. The proposed authority will be subject to an overall aggregate limit on donations and expenditure of £50,000. As permitted under the 2006 Act, the resolution will extend to political donations made, or political expenditure incurred, by any subsidiaries of the company.

Financial Assistance Received from Government

The group received no financial assistance from government during the year.

Auditors and Disclosure of Information

KPMG has notified the company that it proposes to commence providing audit services to the company through its entity KPMG LLP, rather than through KPMP Audit Plc as at present. Accordingly, KPMG Audit Plc is not seeking re-appointment as auditor of the company when its present term of office expires at the end of the 2013 AGM and resolutions are to be proposed at the AGM for the appointment of KPMG LLP as auditor of the company and to authorise the directors to determine its 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 (that is information needed by the auditor in connection with preparing its report) of which the company’s auditor is unaware. Each such director 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 auditor is aware of that information.

Management Report

The Report of the Directors is the “management report” for the purposes of the FCA’s Disclosure and Transparency Rules (DTR 4.1.8R).

The Report of the Directors (including the Corporate Governance Report) was approved by the board on 5th June 2013 and is signed on its behalf by:

Simon Farrant
Company Secretary

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