IMI plc annual report 2012

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ENGINEERINGADVANTAGEDirectors’ ReportEmployment policies (continued)At all levels we are focused on increasing our diversity asreflected in the composition of our Board; with the additionof Birgit Nørgaard, we now have two female non-executivedirectors, and with our Chairman Roberto Quarta and recentrecruit Carl-Peter Forster, our Board makes up a highlyinternational and diverse team. When recruiting we strive toensure that our shortlists of candidates are diverse and thatour people are trained to avoid bias in the process in orderto ensure fair selection criteria and in 2012 we piloted aMaster Class in Selection Interviewing globally with over100 managers taking part. This programme will now formpart of our ongoing training curriculum and we will launchour on-line tool kit for recruitment and selection in 2013.One way we measure progress is through the EmployeeEngagement Survey. The 2011 survey confirmed that over80% of our employees feel highly valued and respected forthe diversity they bring to the business and the opportunitiesthey have within our meritocracy. We will run the surveyagain in 2013.Every effort is made to ensure that applications foremployment from disabled employees are fully and fairlyconsidered and that disabled employees have equalopportunity in training and promotion.Health, safety and the environmentIt is Group policy to maintain healthy and safe workingconditions and to operate in a responsible manner withregard to the environment. Information on our keyperformance indicators in this area is given on pages 11and 27 and further information is available on pages 26 to 28and on our website www.imiplc.com.Policy and practice on the payment of trade creditorsOperating units are responsible for setting terms of paymentwhen agreeing the terms of each business transaction,ensuring that suppliers are made aware of the terms ofpayment and abiding by such terms, subject to the supplierperforming to its obligations. IMI plc is a holding companyand has no trade creditors.Donations£209,000 was given during 2012 (2011: £214,000) for charitablepurposes. The Group supports a range of selected nationalcharities and smaller charitable organisations operating incommunities where the Group has a presence. Our approachto charitable and other donations is explained on page 29.No political donations were made during the year.DirectorsThe membership of the Board and biographical detailsof the directors are given on pages 34 and 35 and areincorporated into this report by reference. Ian Whiting andKevin Beeston retired from the Board on 22 August 2012and 1 October 2012 respectively. Carl-Peter Forster andPhil Bentley were appointed to the Board as non-executivedirectors on 1 October 2012 and Birgit Nørgaard wasappointed to the Board as a non-executive director on6 November 2012. Terry Gateley will be retiring from theBoard on 9 May 2013 when Phil Bentley will assume thechair of the Audit Committee and Anita Frew will become thesenior independent director. Sean Toomes stepped down asa director with effect from 6 March 2013.The rules for the appointment and replacement of directorsare set out in the Company’s articles of association.Each new appointee to the Board is required to stand forelection at the next annual general meeting following theirappointment and Carl-Peter Forster, Phil Bentley and BirgitNørgaard will seek election having been appointed to theBoard during the year. In addition, the Company’s articles ofassociation require each director to stand for re-election atleast once every three years. However, in accordance withthe UK Corporate Governance Code, all continuing directorswill submit themselves for re-election at the next annualgeneral meeting and are recommended for re-election.The Company maintains directors’ and officers’ liabilityinsurance and all directors of the Company benefit fromqualifying third party indemnity provisions which were in placeduring the financial year. At the date of this annual reportthere are such indemnity arrangements with each director inrespect of the costs of defending civil, criminal and regulatoryproceedings brought against them, in their capacity as adirector, where not covered by insurance and subject alwaysto the limitations set by the Companies Act 2006.Directors’ powersThe powers of the directors are determined by UK legislationand the articles of association of the Company in force fromtime to time. The directors have been authorised to allot andissue ordinary shares and to make market purchases of theCompany’s ordinary shares. These powers are exercisedunder the authority of resolutions of the Company passed atits annual general meeting. Further details of authorities theCompany is seeking for the allotment, issue and purchase ofits ordinary shares are set out in the separate notice of theannual general meeting.Directors’ interestsThe interests of the persons (including the interests of anyconnected persons) who were directors at the end of theyear, in the share capital of the Company, and their interestsunder share option and incentive schemes, are shown onpages 65 to 67 and 69.Essential contracts and change of controlThe Group does not have any single contract or otherarrangement which is essential to its business taken asa whole.38 Board reports
The Company and its subsidiaries are party to a number ofagreements that may allow the counterparties to alter orterminate the arrangements on a change of control of theCompany following a takeover bid, such as commercialcontracts and employee share plans. Other than as referredto in the next paragraph, none of these is considered by theCompany to be significant in terms of its likely impact on theGroup as a whole.In the event of a change of control of the Company, theGroup’s main funding agreements allow the lenders torenegotiate terms or give notice of repayment for alloutstanding amounts under the relevant facilities. In thecurrent economic climate this could have a significant effecton the liquidity of the business.The Company does not have agreements with any directoror employee that would provide compensation for loss ofoffice or employment specifically resulting from a takeover,although the provisions of the Company’s share schemesinclude a discretion to allow awards granted to directorsand employees under such schemes to vest in thosecircumstances.Going concernA statement in relation to the adoption of the going concernbasis in preparing the financial statements appears on page25 and is incorporated into this report by reference.Disclosure of information to the auditorEach director confirms that, so far as they are each aware, thereis no relevant audit information of which the Company’s auditoris unaware; and each director has taken all the steps that he orshe ought to have taken as a director to make himself or herselfaware of any relevant audit information and to establish that theCompany’s auditor is aware of that information.Cautionary statementsThe business review and other content of this annual reporthave been prepared for and only for the members of theCompany as a body and no other persons. Neither theCompany nor its directors or officers accept or assumeresponsibility to any person for this annual report beyondthe responsibilities arising from the production of thisannual report pursuant to and for the purposes required byUK legislation.Sections of this annual report may contain forward-lookingstatements about the Group including, for example,statements relating to: future demand and markets for theGroup’s products and services, research and developmentrelating to new products and services, tax rates, liquidity andcapital resources and the implementation of restructuringplans and efficiencies. Any forward-looking statements areby their nature subject to numerous risks and uncertaintiesthat could cause actual results to differ materially from thoseexpressed or implied by such statements depending on avariety of factors including, for example, those described inthis annual report under the heading ‘Principal risks anduncertainties’. IMI undertakes no obligation to update anyforward-looking statements whether as a result of newinformation, future events or otherwise. Nothing in thisannual report should be construed as a profit forecast.Annual general meetingThe annual general meeting will be held at the HiltonBirmingham Metropole Hotel, National Exhibition Centre,Birmingham on Thursday 9 May 2013. Notice of the meetingwill be published on the Company’s website, www.imiplc.com.AuditorResolutions for the re-appointment of Ernst & Young LLP asauditor of the Company and to authorise the directors todetermine their remuneration will be proposed at the nextannual general meeting.By order of the BoardJohn O’SheaCompany Secretary6 March 2013IMI plc is registered in England No. 714275BUSINESS OVERVIEW GROUP OPERATING REVIEW RESPONSIBLE BUSINESS BOARD REPORTSFINANCIAL STATEMENTSwww.imiplc.com/investors/shareholder-services/agmIMI plc Annual Report 201239
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IMI plcLakesideSolihull ParkwayBirm
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IMI plc annual report 2012

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