Annual Report and Accounts 2012 - Speedy Hire plc

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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.
Articles of association The Company’s articles of association may be amended by special resolution of the Company’s shareholders. Directors’ powers At the AGM to be held on 18 July 2012, shareholders will be asked to renew the Directors’ power to allot shares and buy back shares in the Company and to renew the disapplication of pre-emption rights. Change of control – significant agreements There are no significant agreements to which the Company is a party that may take effect, alter or terminate upon a change of control following a takeover bid other than in relation to (i) employee share schemes and (ii) the Company’s borrowings, which would become repayable on a takeover being completed. Shares in the Company are held in the Speedy Hire Employee Benefits Trust for the purpose of satisfying awards made under the Company’s Performance Plan and Co-Investment Plan. Unless otherwise directed by the Company, the Trustees of the Trust abstain from voting on any shares held in the Trust in respect of which the beneficial interest has not vested in any beneficiary. In relation to shares held in the Trust where the beneficial interest has vested in a beneficiary, the beneficiary can direct the Trustees how to vote. Compensation for loss of office There are no agreements between the Company and its 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. Directors’ indemnities As permitted by the Companies Act 2006, the Company has indemnified each of the Directors who held office during the year. Annual General Meeting The Company’s AGM will be held at 11.00am on Wednesday 18 July 2012 at Etrop Grange Hotel, Thorley Lane, Manchester Airport M90 4EG. A formal notice of meeting, an explanatory circular and a form of proxy will be sent separately to shareholders. By order of the Board on 15 May 2012. James Blair Company Secretary Governance 35 Speedy Hire Plc Annual Report and Accounts 2012 Governance
Page 1 and 2: Measured progress Annual Report and
Page 3 and 4: Measured progress Actions count. Re
Page 5 and 6: Measured progress Financial highlig
Page 7 and 8: Financial KPIs Revenue £m 600 500
Page 9 and 10: New build 2010 18.1% 25.7% New buil
Page 11 and 12: 1 3 2 4 Thames Water Speedy is a st
Page 13 and 14: Majors By 2013 the top 100 construc
Page 15 and 16: Products and services ePod Speedy p
Page 17 and 18: Costs Speedy has remained focused o
Page 19 and 20: 2 Actions Over 70% of our carbon fo
Page 21 and 22: We remain committed to our strategy
Page 23 and 24: The Group will maintain its focus o
Page 25 and 26: Risk description Potential impact S
Page 27 and 28: Our performance UK & Ireland Asset
Page 29 and 30: Our performance International Asset
Page 31 and 32: Exceptional items Exceptional items
Page 33 and 34: Ishbel Macpherson Non-Executive Cha
Page 35: Substantial shareholders As at 11 M
Page 39 and 40: Matters requiring Board or Committe
Page 41 and 42: Performance evaluation During the y
Page 43 and 44: Remuneration report This report has
Page 45 and 46: Components of remuneration The main
Page 47 and 48: Benefits under the Performance Plan
Page 49 and 50: Emoluments of the Directors The emo
Page 51 and 52: 1 The interests at 1 April 2011 are
Page 53 and 54: Review of the work of the external
Page 55 and 56: Independent auditor’s report to t
Page 57 and 58: Financial statements 55 Consolidate
Page 59 and 60: Consolidated statement of changes i
Page 61 and 62: Notes to the financial statements F
Page 63 and 64: Financial statements 61 1 Accountin
Page 65 and 66: Financial statements 63 1 Accountin
Page 67 and 68: Financial statements 65 2 Segmental
Page 69 and 70: Financial statements 67 3 Exception
Page 71 and 72: 7 Financial expense Financial state
Page 73 and 74: 10 Dividends The aggregate amount o
Page 75 and 76: Financial statements 73 12 Intangib
Page 77 and 78: Financial statements 75 18 Financia
Page 79 and 80: Financial statements 77 18 Financia
Page 81 and 82: 20 Provisions Financial statements
Page 83 and 84: Financial statements 81 23 Share in
Page 85 and 86: Financial statements 83 27 Commitme
Page 87 and 88:
Company statement of changes in equ
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Notes to the Company financial stat
Page 91 and 92:
36 Deferred tax Financial statement
Page 93 and 94:
Shareholder information Annual Gene
Page 95 and 96:
Awards 2012 NOEA - Event Innovation
Page 97 and 98:
Memberships Professional body and t
Page 99 and 100:
Printing and paper: this report has
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Annual Report and Accounts 2012 - Speedy Hire plc

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