Annual Report and Accounts 2009 - BG Group

62
Directors’ Report: Corporate Governance
Other statutory information
There are a number of legal and regulatory requirements with which
BG Group must comply, such as the Companies Act 2006 (the “Act”),
Listing Rules and Disclosure and Transparency Rules. This section contains
additional information, required by these laws and regulations to be
included by the Directors in the Annual Report and Accounts.
SHAREHOLDERS
Incorporation and Constitution
The Company is incorporated in England & Wales under company number
3690065. The Company’s share capital consists of ordinary shares with a
nominal value of 10p each.
The Company’s Articles of Association (the “Articles”) are available on the
Company’s website at www.bg-group.com
Annual General Meeting
The Annual General Meeting (AGM) will be held at 11.30 am on Wednesday,
12 May 2010 in the Princess Suite at the Royal Berkshire Conference Centre
Madejski Stadium, Reading, RG2 0FL. The Notice of AGM together with an
explanation of the proposed resolutions, including the proposed adoption
of new articles of association by the Company, is set out on pages 134 to 139.
A summary of the business carried out at the AGM will be published on the
BG Group website.
Amendment of the Articles
The Articles may only be amended by a special resolution at a general
meeting of the Company. As noted above, a special resolution proposing
the adoption of new articles of association will be proposed at the AGM.
Further details are set out in the Notice of AGM on pages 134 to 140.
Substantial shareholders
At March 2010 the following voting interests in the ordinary share capital of
the Company, disclosable under the FSA Disclosure and Transparency Rules,
had been notified to the directors:
Legal and General Group plc
and/or its subsidiaries
BlackRock Inc
and/or its subsidiaries
www.bg-group.com
160 832 510 4.76%
247 478 776 7.33%
Voting rights
When a shareholder is entitled to attend a general meeting and vote, where
there is a poll, subject to any special rights or restrictions attaching to any class
of shares, if he is entitled to be present and to vote, he has one vote for every
share that he holds.
To decide who can attend or vote at a general meeting and how many votes
can be cast, the notice of the meeting must give a time by which people
must be entered on the Register in order to be entitled to attend or vote at
a meeting. This time must not be more than 48 hours before the time fixed
for the meeting (and for this purpose no account shall be taken of any part
of a day that is not a working day). Unless the Articles say otherwise, the
only people who can attend or vote at general meetings or exercise any
other right conferred by being a shareholder in relation to general meetings,
are shareholders who have paid the company all calls, and all other sums,
relating to their shares which are due at the time of the meeting. This
applies both to attending a meeting personally and to attending by proxy
or company representative.
Restrictions on shareholders’ rights
If a shareholder has been properly served with a notice under Section 793
of the Act requiring information about interests in shares, and has failed to
supply such information within 14 days of the notice, then (subject to the
Articles and unless the Directors otherwise decide) the shareholder is not
(for so long as the default continues) entitled to attend or vote at a
shareholders’ meeting or to exercise any other right in relation to a meeting
as holder of any shares held by the shareholder in default. Any person who
acquires shares in relation to which a default has occurred (Default Shares)
is subject to the same restrictions unless:
• the transfer was an approved transfer pursuant to a takeover or one
which, to the Directors’ satisfaction, is a bona fide sale to a person
unconnected with the shareholder; or
• the transfer was by a shareholder who was not himself in default in
supplying the information required by the notice and (a) the transfer
is of only part of his holding, and (b) the transfer is accompanied by a
certificate in a form satisfactory to the Directors stating that, after due
and careful enquiries, the shareholder is satisfied that none of the shares
included in the transfer are Default Shares. Where the Default Shares
represent 0.25% or more of the existing shares of a class, the Directors
can, at their absolute discretion, by notice to the shareholder, direct
that (a) any dividend or other money that would otherwise be payable
on the Default Shares shall be retained by the Company (without any
liability to pay interest when that dividend or money is finally paid to the
shareholder), and/or (b) the shareholder will not be allowed to choose
to receive shares in place of dividends, and/or (c) no transfer of any of
the shares held by the shareholder will be registered unless one of the
provisos specified above is satisfied.
Variation of rights
If the Company’s share capital is split into different classes of shares, subject
to the relevant English law and unless the Articles or rights attaching to any
class of shares provide otherwise, the special rights attaching to any of these
classes can be varied or abrogated as provided by those rights or approved by
a special resolution passed at a separate meeting of that class. Alternatively,
the holders of at least 75% of the existing shares of the class (by nominal
value) can give their consent in writing.
Alteration of share capital
The shareholders can by ordinary resolution (a) consolidate, or consolidate
and then divide, all or any of the Company’s share capital into new shares of a
larger nominal amount than the existing shares, and (b) divide some or all of
the Company's share capital into shares which are of a smaller nominal value
than the existing shares. This is subject to any restrictions under the Act and
all other laws and regulations applying to the Company. The resolution may
provide that, as between the holders of the divided shares, different rights and
restrictions which the Company can apply to new shares may apply to all or
any of the different divided shares. The Company may reduce its share capital
by special resolution confirmed by the court in accordance with Section 641 of
the Act and subject to the Articles. In accordance with Section 690 of the Act,
the Company may purchase its own shares (including any redeemable shares)
subject to Chapter 4 of the Act and the Articles. However, if the Company has
existing shares that are admitted to the Official List of the London Stock
Exchange and that are convertible into equity shares, then the Company can
only buy back equity shares of that class if either the terms of issue of the
convertible shares permit the Company to buy back equity shares or the buy
back or agreement to buy back has been approved by a special resolution
passed by such holders.
Rights of foreign shareholders
There are no limitations imposed by the relevant English law or the Articles
on the rights to own securities, including the rights of non-resident or foreign
shareholders to hold or exercise voting rights on the securities.
Notification of the acquisition or disposal of major shareholdings
Rule 5 of the Disclosure and Transparency Rules requires disclosure to the
issuer by (a) holders of shares with voting rights attached, (b) those entitled
to exercise voting rights, and (c) those holding financial instruments that result
in a right to acquire shares with voting rights already in issue, when their
interests reach, exceed, or fall below 3%, and every percentage point above 3%.
Transfer of shares
Unless otherwise provided in the Articles or the terms of issue of any shares,
any shareholder may transfer any or all of his shares. The Directors may refuse
to register a transfer of shares in certificated form which are not fully paid-up
or otherwise in accordance with the Articles. However, if any of those shares
have been admitted to the Official List of the London Stock Exchange, the
Directors cannot refuse to register a transfer if this would stop dealings in the
shares from taking place on an open and proper basis.
If the Directors decide not to register a transfer, they must notify the person to
whom the shares were to be transferred of the refusal, together with reasons
for the refusal, as soon as practicable and in any event within two months
after the date on which the Company receives the transfer (in the case of a
share in certificated form) or the instruction from the operator of the relevant
system (including CREST, in the case of a share in uncertificated form).