Annual Report 2012 - Development Securities PLC

details of the share option schemes are contained
on page 100 and in the Remuneration Report on pages
57 to 64.
Directors
The Directors serving during the period and up to the
date of signing the Group financial statements were
as follows:
D S Jenkins
M H Marx
G Prothero
C J Barwick
M S Weiner
V M Mitchell
M S Soames
S C Bates
N H Thomlinson (Appointed 3rd January 2012)
Brief biographical details are shown on page 45.
Following nine years of service on the Board of the
Company, M S Soames and V M Mitchell will be
stepping down as Directors from the date of the Annual
General Meeting.
As required by the Company’s Articles of Association,
N H Thomlinson will offer himself for election having
been appointed to the Board since the last Annual
General Meeting. All other Directors will be retiring at
the 2012 Annual General Meeting and, being eligible,
will offer themselves for re-election. The Directors are
voluntarily offering themselves for re-election as a matter
of best practice in accordance with the UK Corporate
Governance Code. Following the performance evaluation
of the Board, all Directors were judged to have made
a significant contribution to the Board’s deliberations,
reflecting their commitment to the role. The rules that
the Company has governing the appointment and
replacement of Directors are contained in its Articles
of Association.
Under the Companies Act 2006, a Director must
avoid a situation where he or she has, or can have, a
direct or indirect interest that conflicts, or possibly may
conflict, with the Company’s interests. No conflicts of
this sort have arisen during the period under review.
Directors’ service contracts and interests in the
Company’s shares
The details of Directors’ service contracts and the
interests in the shares of the Company of the Directors
Report of the Directors
who were in office as at 29th February 2012 are
disclosed in the Remuneration Report on pages 57 to 64.
None of the Directors had any material interest in
any contract that was significant in relation to the
Group’s business at any time during the period, other
than a service contract, and as disclosed in the
Remuneration Report.
Directors’ and officers’ liability insurance
Article 155 of the Company’s Articles of Association
provides, among other things, that, insofar as permitted
by law, every Director shall be indemnified by the
Company against all costs, charges, expenses, losses or
liabilities incurred in the execution and discharge of the
Directors’ duties, power or office. The Company
maintains Directors’ and officers’ liability insurance,
at an adequate level which is reviewed annually.
The third party indemnity insurance was in force
during the financial period and also at the date of
approval of the financial statements.
Articles of Association
The Articles of Association may be amended by a special
resolution of the shareholders.
Annual General Meeting
The Annual General Meeting will be held on 28th August
2012 at 12.00 noon on the 14th Floor, Portland House,
Bressenden Place, London SW1E 5DS.
At the Annual General Meeting, the following
resolutions will be proposed:
Ordinary Resolution 1 – Report and Accounts
The Directors will present the Report of the Directors and
financial statements for the financial period ended 29th
February 2012.
Ordinary Resolution 2 – Directors' Remuneration
Report
Shareholders are given the opportunity by law to vote on
whether or not they approve the Remuneration report
and this vote will be in respect of the content of the
Remuneration report and not specific to any Director's
level or terms of remuneration. You can find the Directors’
Remuneration Report on pages 57 to 64 of the Directors’
Report and financial statements.
Development Securities PLC / Annual Report 2012 47