united-utilities-annual-report-2015

More documents

Recommendations

Info

UNITED UTILITIES GROUP PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2015Stock Code: UU.unitedutilities.comDirectors’ report:other statutory informationDividendsOur directors are recommending a final dividend of 25.14 pence per ordinary share forthe year ended 31 March 2015, which, together with the interim dividend of 12.56 pence,gives a total dividend for the year of 37.70 pence per ordinary share (the interim and finaldividends we paid in respect of the 2013/14 financial year were 12.01 pence and 24.03pence per ordinary share respectively). Subject to approval by our shareholders at ourAGM, our final dividend will be paid on 3 August 2015 to shareholders on the register atthe close of business on 26 June 2015.DirectorsThe biographical details, together with the skills and experience of our directors whoserved during the financial year ended 31 March 2015, can be found on pages 58 and 59.During the year, Nick Salmon retired from the board at our AGM on 25 July 2014 and weappointed Stephen Carter to the board on 1 September 2014.ReappointmentOur articles of association provide that our directors must retire at the third annualgeneral meeting following their last election or reappointment by our shareholders.However, our board, being mindful of the recommendation contained within the UKCorporate Governance Code published in 2012 (‘the 2012 Code’) that all directors shouldbe subject to annual election by shareholders, has decided that all of our directors willretire at the 2015 AGM and offer themselves for election/reappointment, as happened atthe AGMs in 2011, 2012, 2013 and 2014. Information regarding the appointment of ourdirectors is included in our corporate governance report on pages 68 to 72.InterestsDetails of the interests in the company’s shares held by our directors and personsconnected with them are set out in our directors’ remuneration report on pages 84 to 103which is hereby incorporated by reference into this directors’ report.Corporate governancestatementThe corporate governance report on pages 57 to 103 is hereby incorporated by referenceinto this directors’ report. Further details of our compliance with the 2012 Code is given onpages 57 to 103. Our statement includes a description of the main features of our internalcontrol and risk management systems in relation to the financial reporting process andforms part of this directors’ report. A copy of the 2012 Code, as applicable to the companyfor the year ended 31 March 2015, can be found at the Financial Reporting Council’s websitefrc.org.uk. Copies of the matters reserved to the board and the terms of reference for eachof the main board committees can be found on our website: corporate.unitedutilities.comOur corporate governance statement also includes the consideration given by ourdirectors to the factors relevant to the adoption of the going concern basis of accountingand a long term viability statement. We can confirm that during the financial year2014/2015 there have been no breaches of our anti-bribery and competition policies andno investigations or enforcement activity against us in respect of these matters.106
UNITED UTILITIES GROUP PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2015Stock Code: UU.unitedutilities.comShare capitalVotingTransfersMajor shareholdingsAt 31 March 2015, the issued share capital of the company was £499,819,926 dividedinto 681,888,418 ordinary shares of five pence each and 273,956,180 deferred sharesof 170 pence each. Details of our share capital and movements in our issued share capitalare shown in note 22 to the financial statements on page 142. The ordinary sharesrepresented 71.3 per cent and the deferred shares represented 28.7 per cent respectivelyof the shares in issue as at 31 March 2015.All our ordinary shares have the same rights, including the rights to one vote at any of ourgeneral meetings, to an equal proportion of any dividends we declare and pay, and to anequal amount of any surplus assets which are distributed in the event of a winding-up.Our deferred shares convey no right to income, no right to vote and no appreciable right toparticipate in any surplus capital in the event of a winding-up. The rights attaching to ourshares in the company are provided by our articles of association, which may be amended orreplaced by means of a special resolution of the company in general meeting. The companyrenews annually its power to issue and buy back shares at our AGM and such resolutionswill be proposed at our 2015 AGM. Our directors’ powers are conferred on them by UKlegislation and by the company’s articles. At the AGM of the company on 25 July 2014, thedirectors were authorised to issue relevant securities up to an aggregate nominal amount of£11,364,806 and were empowered to allot equity securities for cash on a non pre-emptivebasis to an aggregate nominal amount of £1,704,721.Electronic and paper proxy appointment and voting instructions must be received by ourregistrars (Equiniti) not less than 48 hours before a general meeting and when calculatingthis period, the directors can decide not to take account of any part of a day that is not aworking day.There are no restrictions on the transfer of our ordinary shares in the company, nor anylimitations on the holding of our shares in the company, save (i) where the company hasexercised its right to suspend their voting rights or to prohibit their transfer following theomission of their holder or any person interested in them to provide the company withinformation requested by it in accordance with Part 22 of the Companies Act 2006; or(ii) where their holder is precluded from exercising voting rights by the Financial ConductAuthority’s Listing Rules or the City Code on Takeovers and Mergers.There are no agreements known to us between holders of securities that may result inrestrictions on the transfer of securities or on voting rights. All our issued shares are fully paid.At 20 May 2015, our directors had been notified of the following interests in thecompany’s issued ordinary share capital in accordance with the Disclosure andTransparency Rules of the Financial Conduct Authority:Per cent ofissued sharecapitalDirect or indirectnature of holdingBlackRock Inc 5.13 indirectSHAREHOLDER INFORMATION FINANCIAL STATEMENTS GOVERNANCESTRATEGIC REPORT107
Page 1 and 2:
helping life flow smoothlyUnited Ut
Page 3 and 4:
UNITED UTILITIES GROUP PLC ANNUAL R
Page 5 and 6:
Page 7 and 8:
STRATEGICREPORTDetailing the past y
Page 9 and 10:
Page 11 and 12:
Page 13 and 14:
Page 15 and 16:
Page 17 and 18:
Page 19 and 20:
Page 21 and 22:
Page 23 and 24:
Page 25 and 26:
Page 27 and 28:
Page 29 and 30:
Page 31 and 32:
Page 33 and 34:
Page 35 and 36:
Page 37 and 38:
Page 39 and 40:
Page 41 and 42:
Page 43 and 44:
Page 45 and 46:
Page 47 and 48:
Page 49 and 50:
Page 51 and 52:
Page 53 and 54:
Page 55 and 56:
Page 57 and 58: UNITED UTILITIES GROUP PLC ANNUAL R
Page 59 and 60: GOVERNANCEThe corporate governance
Page 107: UNITED UTILITIES GROUP PLC ANNUAL R
Page 115 and 116: FINANCIALSTATEMENTSThe full audited
Page 159 and 160:
Page 161 and 162:
Page 163 and 164:
Page 165 and 166:
Page 167 and 168:
show all

united-utilities-annual-report-2015

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?