Directors' Report
Share Capital
Details of the structure of the Company’s share capital as at the year end, as well as movements in the authorised and issued share capital during the year, are provided in Note 36 to the Financial Statements on page 207.
For the purposes of the Companies Act 2006, as at 31 December 2007 the Company had issued ordinary and preference share capital of £1,533m, comprising £933m (60.86%) in ordinary shares and £600m (39.14%) in preference shares (for the purposes of this calculation, the nominal value of certain preference shares denominated in US dollars has been translated at the exchange rate prevailing on 31 December 2007). Holders of ordinary shares enjoy the rights accorded to them under UK company law including the right to receive the Company’s Annual Report and Accounts, to attend and speak at general meetings, to appoint proxies and to exercise voting rights. Holders of preference shares have limited voting rights and in general may only vote on a variation of class rights, on a resolution to wind up the Company or in the event of the preference dividend being unpaid. Further details regarding the rights and obligations attaching to share classes are contained in the Articles of Association, which can be accessed on the Company’s website.
There are no restrictions on the transfer of shares; prior approval is not required from the Company nor from other holders for such a transfer. No limitations are placed on the holding of shares and no class of shares carries special rights with regard to the control of the Company. No restrictions are placed on voting rights other than as outlined above with respect to preference shares. The Company is not aware of any agreements between shareholders that may restrict the transfer of shares or exercise of voting rights.
The Company has the authority to purchase up to 376,115,726 of its ordinary shares. The authority remains valid until the 2008 AGM or, if earlier, 25 July 2008. A resolution to authorise the purchase of up to 373,515,896 ordinary shares will be put to the 2008 AGM.
During the year the Company continued to manage its capital position actively, which resulted in returning around £500m of capital to shareholders through a share buyback programme. Details of the shares acquired by the Company during the year are set out in the table on the previous page.
Disclosable Interests
As at the date of this report there is a disclosable interest in the voting rights of the Company, as notified to the Company in accordance with Chapter 5 of the UK Listing Authority’s Disclosure & Transparency Rules, as shown in the table in the next column. Other than as shown, the Company is not aware of any ordinary shareholder with an interest of 3% or more in the issued share capital of the Company.
| Disclosable Interests | Number of shares | Percentage of issued share capital | Nature of holding |
| Legal & General Group plc | 182,637,709 | 4.890% | Direct |
| and/or its subsidiaries | 18,128,077 | 0.485% | Indirect |
Significant Agreements
In terms of the Companies Act 2006, the Company has not identified any significant agreements that take effect, alter or terminate on a change of control of the Company. The Company is a party to certain non-material agreements (including, for example, joint venture agreements and trust deeds relating to certain employee share plans) that do contain change of control provisions in the event of the takeover of the ultimate parent company but these are not considered to be significant on an individual basis.
Financial Instruments
The Group’s financial risk management objectives and policies, including its governance framework and approach to the management of key risks including credit risk, market risk and liquidity risk, are outlined in the Risk Management report on pages 85 to 104.
Properties
The Directors are of the opinion that the current market value of the Group’s properties is not significantly different from the amount at which they are included in the balance sheet.
Auditors
A resolution to re-appoint KPMG Audit Plc as auditors will be put to shareholders at the 2008 AGM. The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware:
- there is no relevant audit information (as defined by section 234ZA of the Companies Act 1985) of which the Company’s Auditors are unaware; and
- each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.
On behalf of the Board
Harry F Baines
Company Secretary & Group Counsel
26 February 2008