Annual Report and Accounts 2012 - Speedy Hire plc

34 Governance
Directors’ report
continued
Statement of Directors’ responsibilities pursuant to disclosure
and transparency rules 4.1.12
The Directors confirm that, to the best of their knowledge:
(i) the Financial Statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation
taken as a whole; and
(ii) the Business Review includes a fair review of the development
and performance of the business and the position of the Company
and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face.
The names and functions of the Directors of the Company are set
out on pages 30 and 31 of the Annual Report.
Auditors
KPMG Audit Plc were reappointed at the AGM of the Company
held on 13 July 2011 and their appointment expires at the conclusion
of this year’s AGM. KPMG Audit Plc offer themselves, and are
recommended by the Board, for re-appointment under
the provisions of Section 489 of the Companies Act 2006.
Takeover directive information
Where not provided elsewhere in this Report, the additional
information required for shareholders as a result of the
implementation of the Takeover Directive into English law is set
out below.
Share capital
As at 31 March 2012, the Company’s share capital comprised a
single class of ordinary shares of 5 pence each. As at 31 March 2012
the authorised share capital of the Company was £35,000,000
comprising 700,000,000 ordinary shares of 5 pence each, and the
issued share capital was £25,861,710 comprising 517,234,202
ordinary shares of 5 pence each. There are no special rights or
obligations attaching to the ordinary shares.
Speedy Hire Plc Annual Report and Accounts 2012
Restrictions on share transfers
The Company’s articles of association provide that the Company
may refuse to transfer shares in the following customary
circumstances:
> > →where the share is not a fully paid share;
> > → where the share transfer has not been duly stamped with
the correct amount of stamp duty;
> > → where the transfer is in favour of more than four joint transferees;
> > → where the share is a certificated share and is not accompanied
by the relevant share certificate(s) and such other evidence as
the Board may reasonably require to prove the title of the
transferor; or
> > → in certain circumstances where the shareholder in question has
been issued with a notice under Section 793 of the Companies
Act 2006.
These restrictions are in addition to any which are applicable to
all UK listed companies imposed by law or regulation.
Shares with special rights
There are no shares in the Company with special rights with
regard to control of the Company.
Restrictions on voting rights
The Notice of AGM specifies deadlines for exercising voting rights
and appointing a proxy or proxies to vote 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.
Agreements which may result in restrictions on share transfers
The Company is not aware of any agreements between
shareholders which may result in restrictions on the transfer
of securities and/or on voting rights.
Appointment and replacement of Directors
The Company’s articles of association provide that all Directors
must stand for election at the first AGM after having been
appointed by the Board.
Each Director must also stand for re-election at the third AGM
following their last election or re-election. If the number of
Directors standing for re-election is less than one-third of the
current Board (which excludes any Directors appointed by the
Board who are standing for election for the first time) then
additional Directors must also stand for re-election in order that
at least one-third is standing.