Governance - Xstrata
Governance - Xstrata
Governance - Xstrata
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
106 | <strong>Governance</strong><br />
Directors’ report continued<br />
Directors’ liabilities<br />
The Company has granted qualifying third party indemnities to each<br />
of its directors against any liability that attaches to them in defending<br />
proceedings brought against them, to the extent permitted by the<br />
Companies Acts. In addition, directors and officers of the Company<br />
and its subsidiaries are covered by Directors & Officers liability insurance.<br />
Directors and their interests<br />
Details of interests in the share capital of the Company of those<br />
directors in office as at 31 December 2010 are given below. None of<br />
the shares were held non-beneficially. No director held interests in<br />
the shares of any subsidiary company.<br />
Name of director<br />
Ordinary<br />
shares held<br />
beneficially<br />
as at<br />
1 January<br />
2010<br />
Ordinary<br />
shares held<br />
beneficially<br />
as at<br />
31 December<br />
2010<br />
Executive<br />
Mick Davis 1,378,958 2,517,849<br />
Trevor Reid 260,046 511,389<br />
Santiago Zaldumbide<br />
Non-executive<br />
– 27,139<br />
Con Fauconnier – –<br />
Ivan Glasenberg – –<br />
Peter Hooley – –<br />
Claude Lamoureux 27,000 27,000<br />
Sir Steve Robson – –<br />
David Rough 24,999 24,999<br />
Ian Strachan 43,098 43,098<br />
Willy Strothotte – –<br />
In addition to the above interests in shares, the executive directors,<br />
have also been granted interests in the share capital of the Company<br />
in the form of conditional rights to free shares and options to subscribe<br />
to shares under the Long Term Incentive Plan; and nil cost share<br />
options under the <strong>Xstrata</strong> Executive Committee Bonus Plan, which<br />
are forfeitable in certain circumstances. Details of these interests<br />
are disclosed in the Directors’ Remuneration report on pages 127<br />
and 129.<br />
During the period from the end of the financial year to 15 March<br />
2011, the following changes in directors’ interests have occurred:<br />
Mick Davis acquired legal and full beneficial interest in 72,751<br />
ordinary shares, Trevor Reid acquired legal and full beneficial interest<br />
in 36,653 ordinary shares, and Santiago Zaldumbide acquired legal<br />
and full beneficial interest in 82,220 ordinary shares upon the vesting<br />
of deferred bonus shares awarded under the Executive Committee<br />
Bonus Plan in 2010.<br />
Santiago Zaldumbide sold 316,948 ordinary shares following<br />
the exercise of share option awards and the vesting of deferred<br />
bonus shares.<br />
The following awards were made on 18 February 2011:<br />
Name of director<br />
Share<br />
options 1<br />
Conditional<br />
shares 2<br />
Deferred<br />
Bonus shares 3<br />
Deferred<br />
Bonus shares 4<br />
Mick Davis 562,791 204,856 91,944 91,944<br />
Trevor Reid 283,480 103,187 46,312 46,312<br />
Santiago Zaldumbide 233,371 84,947 58,149 43,611<br />
1 Granted under the <strong>Xstrata</strong> Long Term Incentive Plan at an option price of £14.68 per<br />
share, exercisable between 18 February 2014 and 18 February 2021.<br />
2 Granted under the <strong>Xstrata</strong> Long Term Incentive Plan vesting on 18 February 2014.<br />
(The number of options and conditional share awards granted under the <strong>Xstrata</strong> Long<br />
Term Incentive Plan are maximum numbers and are subject to the satisfaction of<br />
performance conditions over a three-year period under the terms of the Long Term<br />
Incentive Plan rules.)<br />
3 Deferred share options granted under the <strong>Xstrata</strong> Executive Committee Bonus Plan<br />
at an option price of £1 in aggregate, exercisable between 1 February 2012 and<br />
1 February 2021.<br />
4 Deferred share options granted under the <strong>Xstrata</strong> Executive Committee Bonus Plan<br />
at an option price of £1 in aggregate, exercisable between 1 February 2013 and<br />
1 February 2021.<br />
(The share options are forfeitable if the director leaves employment in certain<br />
circumstances specified in the <strong>Xstrata</strong> Executive Committee Bonus Plan rules.)<br />
Share capital<br />
At the date of this report, the ordinary share capital of the Company<br />
was $1,482,346,038 represented by 2,964,692,076 ordinary shares<br />
of $0.50 each.<br />
Following the full and final conversion of all the outstanding bonds<br />
under the $375 million 4.00% Guaranteed Convertible Bonds due<br />
2017 issued in October 2006 by <strong>Xstrata</strong> Capital Corporation A.V.V.<br />
(<strong>Xstrata</strong> C.C.) into redeemable preference shares of <strong>Xstrata</strong> C.C.,<br />
and the subsequent exchange of such shares into fully paid ordinary<br />
shares of <strong>Xstrata</strong> plc (<strong>Xstrata</strong>), the Company’s issued ordinary share<br />
capital increased to 2,964,692,076 shares of $0.50 each.<br />
The Company has in place an equity capital management<br />
programme (ECMP) under which up to 10% of the issued share<br />
capital of the Company can be purchased in the market by Batiss<br />
Investments Limited (Batiss). Batiss currently holds 28,428,786<br />
ordinary shares, 0.96% of <strong>Xstrata</strong>’s current issued ordinary share<br />
capital. Batiss waives its rights to receive dividends on the ordinary<br />
shares that it holds from time to time.<br />
Major interests in shares<br />
As at 16 March 2011, the Company had been notified of the<br />
following interests representing 3% or more of the issued ordinary<br />
share capital of the Company:<br />
Number of<br />
ordinary shares % of ordinary<br />
Name of shareholders<br />
of US$0.50 each issued share capital<br />
Glencore International AG, Zug* 1,010,403,999 34.08<br />
BlackRock, Inc 176,597,103 5.95<br />
* The voting rights comprised in this interest are directly controlled by Finges Investment<br />
B.V., a wholly owned subsidiary of Glencore International AG.