Annual report and accounts 2023 - Flipbook - Page 127
Strategic Report
Corporate Governance
Accounts
Share capital
As at 29 January 2023 the Company’s issued share capital comprised a single class of ordinary shares of 4 1/6 pence each. All of the Company’s issued ordinary shares are
fully paid up and rank equally in all respects. The rights attaching to the shares are set out in the Articles. Note 28 to the financial statements contains details of the ordinary
share capital.
On a show of hands at a general meeting of the Company every holder of ordinary shares present in person or by proxy and entitled to vote shall have one vote and, on a
poll, every member present in person or by proxy and entitled to vote shall have one vote for every ordinary share held. The Notice of AGM gives full details of deadlines for
exercising voting rights in relation to resolutions to be passed at the AGM. All proxy votes are counted and the numbers for, against or withheld in relation to each resolution
are announced at the AGM and published on the Company’s website after the meeting. Subject to the relevant statutory provisions and the Articles, shareholders are entitled
to a dividend where declared and paid out of profits available for such purposes.
There are no restrictions on the transfer of ordinary shares in the Company other than:
• those which may from time to time be applicable under existing laws and regulations (for example, insider trading laws); and
• pursuant to the Company’s Share Dealing Codes and applicable regulations, whereby directors and certain employees of the Company require approval to deal in the
Company’s ordinary shares and are prohibited from dealing during closed periods.
At 29 January 2023 the Company had authority, pursuant to the shareholders’ resolution of 27 May 2022, to purchase up to 10% of its issued ordinary share capital. This
authority will expire at the conclusion of the 2023 AGM. It is proposed that this authority be renewed at the 2023 AGM, as detailed in the Notice of AGM.
At 29 January 2023 Robert Barr Limited, as trustee of the Savings Related Benefit Trust and the All-Employee Share Ownership Plan Trust (the “RBL Trustee”), held 0.67% of the
issued share capital of the Company in trust for the benefit of the executive directors and employees of the Group. As at 29 January 2023, Equiniti Share Plan Trustees Limited
(the “AESOP Trustee”) held 0.68% of the issued share capital of the Company in trust for participants in the AESOP.
A dividend waiver is in place in respect of the RBL Trustee’s holdings under the Savings Related Benefit Trust. A dividend waiver is in place in respect of shares held by the
AESOP Trustee and the RBL Trustee under the AESOP which have not been appropriated to participants.
The voting rights in relation to the RBL Trustee’s shareholdings are exercised by the RBL Trustee, who may vote or abstain from voting the shares as it sees fit in respect of
shares which are unvested or have not been appropriated to employees.
Under the rules of the AESOP, eligible employees are entitled to acquire shares in the Company. Details of the AESOP are set out above. AESOP shares which have been
appropriated to participants are held in trust for those participants by the AESOP Trustee. Voting rights in respect of shares which have been appropriated to participants are
exercised by the AESOP Trustee on receipt of participants’ instructions. If a participant does not submit an instruction to the AESOP Trustee, no vote is registered in respect
of those shares. In addition, the AESOP Trustee does not vote any unappropriated shares held under the AESOP as surplus assets.
The Executive Share Option Scheme (“ESOS”) was approved by shareholders at the 2010 AGM. Approved Long Term Incentive Plan (“ALTIP”) awards comprising both a
tax-approved option granted under the ESOS and a Long Term Incentive Plan award have been granted to executive directors. ALTIP awards enable the participant and the
Company to benefit from HMRC tax-approved option tax treatment in respect of part of the award, without increasing the pre-tax value delivered to participants. Other than
to enable the grant of ALTIP awards, the Company has not granted awards to executive directors under the ESOS. Details of the ALTIP awards granted to executive directors
are set out on page 106.
The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities or on voting rights.
125
