annual report 2007 - the Admiral Group plc
annual report 2007 - the Admiral Group plc
annual report 2007 - the Admiral Group plc
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ADMIRAL GROUP <strong>plc</strong> 45Employee policiesDetailed information on <strong>the</strong> <strong>Group</strong>’semployment practices is set out in <strong>the</strong>Corporate responsibility <strong>report</strong>.The <strong>Group</strong> purchases appropriate liabilityinsurance for all staff and Directors.Creditor payment policyIt is <strong>the</strong> policy of <strong>the</strong> <strong>Group</strong> to pay allpurchase invoices by <strong>the</strong>ir due date, andappropriate quality measures are in place tomonitor and encourage this. At <strong>the</strong> end of <strong>the</strong>year outstanding invoices represented 15 dayspurchases (2006: 18).Additional information forshareholdersWhere not provided previously in thisDirectors' Report, <strong>the</strong> following provides<strong>the</strong> additional information required forshareholders as a result of <strong>the</strong> implementationof <strong>the</strong> Takeovers Directive into UK law.At 31 December <strong>2007</strong>, <strong>the</strong> Company's issuedshare capital comprised a single class of sharesreferred to as ordinary shares. Details of <strong>the</strong>share capital and shares issued during <strong>the</strong> yearcan be found in note 25.On a show of hands at a general meeting of<strong>the</strong> Company every holder of shares presentin person and entitled to vote shall have onevote and on a poll, every member present inperson or by proxy and entitled to vote shallhave one vote for every ordinary share held.The notice of <strong>the</strong> general meeting specifiesdeadlines for exercising voting rights ei<strong>the</strong>rby proxy notice or present in person or byproxy in relation to resolutions to be passed atgeneral meeting. All proxy votes are countedand <strong>the</strong> numbers for, against or withheld inrelation to each resolution are announced at<strong>the</strong> <strong>annual</strong> general meeting and published on<strong>the</strong> Company's website after <strong>the</strong> meeting.There are no restrictions on <strong>the</strong> transfer ofordinary shares in <strong>the</strong> Company o<strong>the</strong>r than:· pursuant to <strong>the</strong> Listing Rules of <strong>the</strong>Financial Services Authority whereby certainemployees of <strong>the</strong> Company require <strong>the</strong>approval of <strong>the</strong> Company to deal in <strong>the</strong>Company's securities.The Company has not purchased any of itsown shares during <strong>the</strong> period.There are no agreements between <strong>the</strong>Company and its Directors or employeesproviding for compensation for loss of officeor employment (whe<strong>the</strong>r through resignation,purported redundancy or o<strong>the</strong>rwise) thatoccurs because of a takeover bid.There are a number of agreements that alteror terminate upon a change of control of <strong>the</strong>Company following a takeover bid, such ascommercial contracts. None is consideredto be significant in terms of <strong>the</strong>ir impact on<strong>the</strong> business of <strong>the</strong> <strong>Group</strong> as a whole exceptfor <strong>the</strong> long-term co-insurance agreementin place with Great Lakes Resinsurance (UK)Plc. Details relating to this agreement arecontained in <strong>the</strong> Financial Review.Power to issue sharesAt <strong>the</strong> last <strong>annual</strong> general meeting, held on 16May <strong>2007</strong>, authority was given to <strong>the</strong> Directorsto allot unissued relevant securities in <strong>the</strong>Company up to a maximum of an amountequivalent to one third of <strong>the</strong> shares in issue.This authority expires on <strong>the</strong> date of <strong>the</strong><strong>annual</strong> general meeting to be held on 29 April2008 and <strong>the</strong> Directors will seek to renew thisauthority for <strong>the</strong> following year.A fur<strong>the</strong>r special resolution passed at thatmeeting granted authority to <strong>the</strong> Directors toallot equity securities in <strong>the</strong> Company for cash,without regard to <strong>the</strong> pre-emption provisionsof <strong>the</strong> Companies Act 1985. This authorityalso expires on <strong>the</strong> date of <strong>the</strong> <strong>annual</strong> generalmeeting to be held on 29 April 2008 and <strong>the</strong>Directors will seek to renew this authority for<strong>the</strong> following year.Financial statements 43 - 94· certain restrictions may from time to timebe imposed by laws and regulations (forexample, insider trading laws) and: