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Directors<br />
lhe present Diectors of the Company are namd on page 24.<br />
All served as Directors throuqhout the year, other than<br />
Mr M R Jackson and Mr A J Bates, vvho v\€re appointd on<br />
19 October 1999 and 1 January 2000 r6pecti\€ly.<br />
sir Colin Southgate and sir Peter Walte6 ceased to be<br />
Directors at the condusion of the 1999 Annual General Meeting<br />
held on 16 July 1999. Mr S P Duffy served as a DiEctor up to<br />
31 December 1999 when he resigned.<br />
Mr E L Nicoli, who succeeded Sir Colin SouthgEte 6 Chairman<br />
on 1 6 JuV 1999, retires by rotatron pu6uant to Article 1 l2(A) at<br />
the Annual General Meeting and, being eligible, offers himself<br />
for re€lection.<br />
Mr Bates and Mr Jackson both retire at the Annual General<br />
Meeting puBuant to Article 1 12(B) and, being eligible. offer<br />
themselves for election.<br />
No Director had a material interest in any contract of significance<br />
subsisting at the end of or during the year involving any Group<br />
company, other than those who have a service contract and<br />
Mr Bert vvho has an option to purchae, at fair market value, the<br />
house in Los Angeles provided to him rent-free by the Group.<br />
Details of Directo6' interests in the shares of the Company are set<br />
out in the Remuneration Report on paqes 35 and 35.<br />
Auditors<br />
Ernst & Young have expressed their willingness to continue in<br />
office as auditors and resolutions proposing their reappointment<br />
and authonsng the Directo6 to determine their remuneration<br />
wll be put to the Annual General Meeting.<br />
Annual General Meeting<br />
The 2000 Annual General Meeting of the Company will be held<br />
at 1 1.30am on Friday, 21 July 2000 at the Hotel lnter-Continental<br />
London, 1 Hamilton Place, Hyde Park Corner, London Wl. The<br />
Notice of the Annual General Meeting accompanies this Annual<br />
Report. ln addition to the ordinary businEss ol the meeting,<br />
reiolutions will be put to shareholdeG giving authority to the<br />
Directors to allot shares, to disapply pr€mption rights and to<br />
purchase the Companys own shares. Further explanations of<br />
ihese matten are provided in the letter to shareholden that<br />
accompanies the Notice.<br />
By Order of the Board<br />
C P Ashcroft<br />
Secretary<br />
22 May 2000