Advanced Computer Software Group plc Annual report 2013

Directors’ report continuedIn accordance with the Company’s articles ofassociation, Paul Gibson, Guy Millward and MikeMcGoun, retire as directors, having been appointedsince the 2012 annual general meeting, but offerthemselves for re-election. In addition, the Company’sarticles require that all directors retire at least everythree years and that a third of the directors retireby rotation. At the next annual general meeting,Vin Murria retires by rotation and, being eligible,offers herself for re-election.Directors’ powersThe directors’ powers are conferred on them byUK legislation and by the articles of association.Further details can be found in the corporategovernance statement on pages 26 to 28.Directors’ indemnity arrangementsThe Company has purchased and maintainedthroughout the year Directors’ and Officers’ liabilityinsurance, which gives appropriate cover for any legalaction brought against the directors. The directors alsohave the benefit of the indemnity provision containedin the Company’s articles of association.Details of directors’ remuneration and service contractsare set out in the directors’ remuneration report.Share capitalDetails of the authorised and issued share capital,together with the movements in the Company’s issuedshare capital during the year, are shown in note 24 tothe financial statements.The Company has one class of ordinary shares whichcarry no right to fixed income. As at 21 June 2013, beingthe latest practicable date prior to publication of thisreport, the Company had issued 429,471,822 fully paidordinary shares of 10p each, which are listed on theAlternative Investment Market of the London StockExchange. Each ordinary share carries the right toone vote at general meetings of the Company.There are no specific restrictions on the size of holdingor on the transfer of shares which are both governedby the general provisions of the Company’s articles ofassociation and prevailing legislation. The directors arenot aware of any agreements between holders of theCompany’s shares that may result in restrictions on thetransfer of securities or voting rights.No person has any special rights of control over theCompany’s share capital and all issued shares arefully paid.Information on employee share schemes is set outin note 25 to the financial statements.Substantial shareholdingsAs at 21 June 2013, the Company was aware of thefollowing interests in 3% or more of its issued share capital:Percentageof issuedName of fund managershare capitalM+G Investment Management 16.94Liontrust Asset Management 9.67Vin Murria 8.52Marwyn Investment Management 7.18Hargreave Hale 5.05JPMorgan Asset Management 3.80Ruffer 3.74Majedie Asset Management 3.48BlackRock 3.46NFU Mutual 3.40Authority to purchase own sharesAt the Company’s annual general meeting held on28 August 2012, shareholders renewed the Company’sauthority to make market purchases of up to 53,432,589ordinary shares. This authority was not used during theyear or up to the date of this report. At the 2013 annualgeneral meeting, shareholders will be asked to renewthis authority for another year and the directors willonce again propose a maximum aggregate number ofordinary shares which the Company can purchase ofless than 15% of the issued ordinary share capital. Detailsare contained in the notice of annual general meeting.The Company held no treasury shares during the yearor up to the date of this report.EmployeesThe Group places considerable value on the involvementof its employees and keeps them informed on theperformance of the Group and other matters affectingthem as employees. This is achieved via formal andinformal meetings, email and the Company’s website.The Group further promotes the involvement of its staffin its business aims and performance by linking rewardto achievement. Many employees are stakeholders inthe business through participation in share option andSharesave schemes.The Company is an Equal Opportunities employer.Its policy is to ensure that no job applicant or employeereceives less favourable treatment on the grounds ofgender, race, disability, colour, nationality, ethnic ornational origin, marital status, sexuality, responsibility fordependents, religion or belief, trade union activity andage. Selection criteria and procedures are kept underreview to ensure that individuals are selected, promotedand treated on the basis of their relevant merits andabilities. Fair consideration is given to applications for24Advanced Computer Software Group plcAnnual Report 2013