Annual Report 2007 - Antofagasta plc

Directors’ Report continuedDIRECTORS’ REPORTDirectors’ IndemnitiesThe Company has made qualifying third partyindemnity provisions for the benefit of its Directorswhich remain in force at the date of this report.Capital StructureDetails of the authorised and issued ordinary sharecapital, including details of any movements in the issuedshare capital during the year, are shown in Note 28. TheCompany has one class of ordinary shares, which carryno right to fixed income. Each ordinary share carriesone vote at any general meeting of the Company.Details of the preference share capital are shown inNote 22. The preference shares are non-redeemableand are entitled to a fixed cumulative dividend of 5%per annum. Each preference share carries 100 voteson a poll at any general meeting of the Company.The nominal value of the issued ordinary sharecapital is 96.1% of the total sterling nominal value ofall issued share capital.There are no specific restrictions on the size of ashareholding nor on the transfer of shares, whichare both governed by the general provisions of theCompany’s Articles of Association and prevailinglegislation. Details of significant holdings in theCompany’s shares are set out in the SubstantialShareholdings section below.The Company has the authority to purchase up to98,585,669 of its own ordinary shares, representing10 per cent of the issued ordinary share capital.With regard to the appointment and replacement ofDirectors, the Company is governed by its Articles ofAssociation, the Combined Code, the Companies Act1985 and related legislation. The Articles ofAssociation may be amended by special resolution ofthe shareholders.There are no significant agreements in place whichtake effect, alter or terminate upon a change of controlof the Company. There are no agreements in placebetween the Company and its Directors or employeeswhich provide for compensation for loss of officeresulting from a change of control of the Company.DonationsThe Group made charitable donations in the UnitedKingdom of US$127,655 during the year ended31 December 2007 (2006 – US$92,479). Thesedonations principally related to educational studieswith a focus on Chile.Supplier Payment Policy andCreditor DaysThe Company acts as a holding company and doesnot trade in the United Kingdom or elsewhere. Creditordays for the Group have been calculated at 33 days(2006 – 33 days). Each operating company isresponsible for agreeing terms of payment with eachof their suppliers. It is Group policy that payments tosuppliers are made in accordance with terms agreed.Substantial ShareholdingsAs at the date of this report, the following holdings of voting rights exceeding the 3% notification threshold hadbeen disclosed to the Company under Disclosure and Transparency Rule 5:Ordinary Preference Totalshare capital share capital share capital% % %Metalinvest Establishment 50.72 94.12 58.04Kupferberg Establishment 9.93 – 8.26Aureberg Establishment 4.26 – 3.54AXA S.A. 6.01 – 5.00Metalinvest Establishment and Kupferberg Establishment are both controlled by the E. Abaroa Foundation, in whichmembers of the Luksic family are interested. As explained on page 133, Metalinvest Establishment is theimmediate parent company of the Group and the E. Abaroa Foundation is the ultimate parent company. AurebergEstablishment is controlled by Mr. J-P Luksic, the Chairman of the Company.62Antofagasta plc Annual Report and Financial Statements 2007