20645_Scapa_AR_160504

CORPORATE GOVERNANCE
shareholders generally. The minimum price
to be paid will be the shares’ nominal value
of 5p and the maximum price will be no more
than 5% above average middle market
quotations for the shares on the five days
before the shares are purchased.
SIGNIFICANT AGREEMENTS:
CHANGE OF CONTROL
All of the Company’s current share plans
contain provisions relating to a change of
control. On a change of control, outstanding
awards would normally vest and become
exercisable, subject to the satisfaction of any
performance conditions at that time.
The Directors are not aware of any
agreements between the Company and
its Directors or employees that provide
for compensation for loss of office on a
change of control.
TAKEOVER DIRECTIVE
The Company has only one class of ordinary
share and these shares have equal voting
rights. The nature of individual Directors’
holdings is disclosed on page [55]. There are
no other significant holdings of any individual.
BOARD OF DIRECTORS
The names of the present Directors and their
biographical details are shown on pages
[32 and 33].
At the Annual General Meeting, to be held on
19 July 2016, Graham Hardcastle will offer
himself for election. All other members of the
Board, with the exception of Mike Buzzacott,
will offer themselves for re-election.
APPOINTMENT AND REPLACEMENT
OF DIRECTORS
With regard to the appointment and
replacement of Directors, the Company is
governed by its Articles of Association, the
UK Corporate Governance Code, the
Companies Act 2006 and related legislation.
The Articles themselves may be amended
by special resolution of the shareholders.
The powers of Directors are described
in the Articles of Association, which can
be found at www.scapa.com/en/
CorporateGovernance and the Corporate
Governance Statement on page [34].
EMPLOYEES AND EMPLOYMENT
POLICIES
Scapa is committed to the principle of
equal opportunity in employment and to
ensuring that no applicant or employee
receives less favourable treatment on the
grounds of gender, marital status, age, race,
colour, nationality, ethnic or national origin,
religion, disability, sexuality or unrelated
criminal convictions.
Scapa applies employment policies which
are believed to be fair and equitable and
which ensure that entry into, and progression
within, the Company is determined solely by
application of job criteria and personal ability
and competency.
Scapa aims to give full and fair consideration
to the possibility of employing disabled
persons wherever suitable opportunities
exist. Employees who become disabled are
given every opportunity and assistance to
continue in their positions or be trained for
other suitable positions.
Scapa recognises the importance of
good communications with employees
and acknowledges that there should be
clear channels of communication and
opportunities for consultation and dialogue
on issues which affect both business
performance and employees’ working lives.
As a global business, the mechanisms for
achieving this aim vary between different
countries and between different businesses
within the Group but include in-house
newsletters, bulletins and briefing sessions.
Scapa has a combination of unionised and
non-unionised operations across the world
and is committed to fostering positive
employee relations at all of its locations.
Training and links with the educational sector
reinforce Scapa’s commitment to employee
involvement and development.
The 2012 Sharesave five-year share option
scheme will mature on 1 March 2017. At
31 March 2015, five employees were
members of the scheme with options over
45,773 shares (none of these include the
Executive Directors).
A three-year Sharesave share option
scheme was offered to all UK employees
in the financial year ending 31 March 2016.
At 31 March 2016, 152 employees were
members of the scheme with options over
501,556 shares. Details of the Executive
Directors’ options are set out on page [XX].
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ANNUAL REPORT AND ACCOUNTS 2016 SCAPA GROUP PLC