Savills plc 2012 Annual Report - (PDF) - Investor relations

Other statutory informationcontinuedShareholders Number of shares %Artisan Partners Limited Partnership 14,699,703 11.01Franklin Templeton Institutional, LLC 13,550,309 10.15Oaktree Capital Management LP* 7,143,054 5.35Ignis Investment Services Limited 5,262,038 3.94Heronbridge Investment Management LLP 4,838,300 3.62BlackRock, Inc 4,227,835 3.17* Since the date the Report and Accounts was approved by the Board and signedon its behalf by the Group Legal Director & Company Secretary the Companyreceived notice on 26 March 2013 that Oaktree Capital Management LP’s interesthad fallen below 3% and that it no longer had a shareholding in the CompanyAs at 31 December 2012, the Savills plc 1992 Employee BenefitTrust (the ‘EBT’) held 7,183,049 shares. Any voting or other similardecisions relating to these shares are taken by the trustees ofthe EBT, who may take account of any recommendation of theCompany. The EBT waives all but 0.01p per share of its dividendentitlement. For further details of the EBT please refer to Note 2 tothe financial statements.Purchase of own sharesIn accordance with the Listing Rules at the AGM on 9 May 2012,shareholders gave authority for a limited purchase of Savills sharesof up to 10% of the issued share capital. During the year, noshares were purchased under the authority.The Board proposes to seek shareholder approval at the AGMon 8 May 2013 to renew the Company’s authority to make marketpurchases of its own ordinary shares of 2.5p each for cancellationor to be held in treasury. Details of the proposed resolution areincluded in the Notice of AGM circulated to shareholders with thisReport and Accounts (the ‘AGM Notice’).Change of controlThere are no significant agreements which take effect, alter orterminate in the event of change of control of the Company exceptthat under its banking arrangements, a change of control maytrigger an early repayment obligation.Articles of AssociationThe Company’s Articles are governed by relevant statutes andmay be amended by special resolution of the shareholders in ageneral meeting.The Company’s rules about the appointment and replacement ofDirectors are contained in the Articles. The powers of the Directorsare determined by UK legislation, and the Articles of the Companyin force from time to time.Annual General MeetingThe AGM is to be held at 20 Grosvenor Hill, Berkeley Square,London W1K 3HQ at 12 noon on 8 May 2013; details arecontained in the AGM Notice circulated to shareholders withthis Report and Accounts.Half Year ReportLike many other listed public companies, we no longer circulateprinted Half Year reports to shareholders. Rather, Half Year results’statements are published on the Company’s website. This isconsistent with our target of saving printing and distribution costs.Creditor payment policyThe Group does not follow any specified code or standardon payment practice. However, the Group aims to settlesupplier accounts in accordance with the individual terms ofbusiness agreed with each supplier. There were 41.2 days’purchases outstanding at the end of the year for the Company(2011: 39.3 days).Charitable donations and political contributionsThe amount paid to charitable organisations during the year was£244,783 (2011: £233,372). There were no political contributions(2011: £nil).EmployeesThe Directors recognise that the quality, commitment andmotivation of Savills staff is a key element in the success ofthe Group; see pages 27 and 28 for more information.The Group provides regular updates covering performance,developments and progress to employees through regularnewsletters, video addresses, the Group’s intranet, social mediaand through formal and informal briefings. These arrangementsalso aim at ensuring that all of our staff understand our strategyand to build knowledge on the part of employees of mattersaffecting the performance of the Group. The Group also consultswith employees so as to ascertain their views in relation todecisions which are likely to affect their interests.Employees are able to share in this success through performancerelated profit share schemes (see page 49 for more details) and forUK employees (including Executive Directors), share plans whichinclude a Sharesave Scheme and a Share Incentive Plan (‘SIP’). TheSharesave Scheme is an HMRC approved save-as-you-earn shareoption scheme which allows participants to purchase shares out ofthe proceeds of a linked savings contract at a price set at the timeof option grant. Participants may elect to save up to £250 per monthand options may normally be exercised in the six months followingthe maturity of the linked three year savings contract. The potentialfor extending the Sharesave Scheme internationally remains underconsideration. The SIP is also HMRC approved and through whichparticipants may make regular purchases of shares (up to £125 permonth which is the current statutory limit) from pre-tax income.Shares under the SIP normally vest after five years free from incometax and national insurance contributions. A resolution to proposethe continuance of the SIP is included in the AGM Notice.It is the policy of the Group to provide employment on an equalbasis irrespective of gender, sexual orientation, marital or civilpartner status, gender reassignment, race, colour, nationality,ethnic or national origin, religion or belief, disability or age. Inparticular, the Group gives full consideration to applications foremployment from disabled persons. Where existing employeesbecome disabled, it is the Group’s policy wherever practicable toprovide continuing employment and to provide training and careerdevelopment and promotion to disabled employees.Insurance coverThe Company purchases insurance to cover its Directors andOfficers against their costs in defending themselves in civil legalproceedings taken against them in that capacity and in respectof damages resulting from the unsuccessful defence of anyproceedings. The insurance does not provide cover where theDirector has acted fraudulently or dishonestly.In accordance with the Articles, the Directors and the GroupLegal Director & Company Secretary have been granted anindemnity issued by the Company to the extent permittedby law in respect of liabilities incurred as a result of their office.The indemnity would not provide any coverage to the extentthat a Director or the Group Legal Director & CompanySecretary is proved to have acted fraudulently or dishonestly.Independent AuditorsIn accordance with Section 489, Companies Act 2006, aresolution for the re-appointment of PricewaterhouseCoopersLLP as auditors of the Company will be proposed at theforthcoming AGM.By order of the BoardChris LeeGroup Legal Director & Company Secretary13 March 2013Registered Office:20 Grosvenor HillBerkeley SquareLondon W1K 3HQ44 Savills plc Report and Accounts 2012