Annual Report 2012 - Development Securities PLC

48 Development Securities PLC / Annual Report 2012
Report of the Directors continued
Ordinary Resolutions 3 to 9 – Election and Re-election
of directors
N H Thomlinson has been appointed as a Director since
last year’s Annual General Meeting. In accordance with
the recommendations of the UK Corporate Governance
Code, N H Thomlinson will retire at this year’s Annual
General Meeting and Resolution 9 proposes his election.
The Directors seek to maintain the highest standards
of corporate governance and in accordance with the
recommendations of the UK Corporate Governance
Code, each of the other Directors will voluntarily retire
and those wishing to serve again shall submit themselves
for re-election by the shareholders at the Annual General
Meeting. The Chairman is satisfied that, following
individual formal performance evaluations, the
performance of the Directors standing for re-election
continues to be effective and demonstrates commitment
to the role. Biographical details of all the Directors
appear on page 45 of the Directors’ Report and
financial statements.
Ordinary Resolution 10 – Declaration of a dividend
A final dividend can only be paid after the shareholders
at a general meeting have approved it. A final dividend of
3.2 pence per Ordinary share is recommended by the
Directors for payment to shareholders who are on the
register at the close of business on 28th September 2012.
Ordinary Resolutions 11 and 12 – Re-appointment
and remuneration of auditor
Resolutions 11 and 12 propose the re-appointment of
PricewaterhouseCoopers LLP as Auditor of the
Company and authorise the Directors to set their
remuneration.
Special Resolution 13 – Authority to purchase
own shares
The Company is seeking authority to purchase up to 10.0
per cent of the Company’s issued ordinary share capital
at, or between, the minimum and maximum prices
specified in this resolution. The Directors have no
present intention of making any market purchases of the
Company’s shares, but if they believed such action would
enhance net assets or earnings per share, they would
consider exercising their authority. As at the date of this
report, the Company has an unexpired authority to
repurchase 12,235,250 Ordinary shares.
Under the Companies Act 2006, the Company is allowed
to hold its own shares in treasury following a buyback,
instead of cancelling them. Such shares may be resold
for cash or used for the purpose of employee share
schemes but all rights attaching to them, including voting
rights and any right to receive dividends, are suspended
whilst they are held in treasury. Accordingly, if the
Directors exercise the authority conferred by Resolution
13, the Company will have the option of holding these
shares in treasury, rather than cancelling them. The
authority sought at the Annual General Meeting will
expire at the conclusion of the next Annual General
Meeting of the Company or on 1st September 2013
(being the latest date by which the Company must hold
an Annual General Meeting in 2013).
Ordinary Resolution 14 – Allotment of shares
The Directors may only allot Ordinary shares or grant
rights over Ordinary shares if authorised to do so by
shareholders. The Directors will be seeking new authority
under section 551 of the Companies Act 2006 to allot
Ordinary shares or grant rights to subscribe for, or to
convert any security into Ordinary shares which will
expire at the conclusion of the next Annual General
Meeting of the Company or on 1st September 2013
(being the latest date by which the Company must hold
an Annual General Meeting in 2013).
If passed, paragraph (i) of Resolution 14 would give
the Directors authority to allot Ordinary shares or grant
rights to subscribe for, or convert any security into,
Ordinary shares up to an aggregate nominal amount of
£20,392,084 representing approximately one third
(33.33 per cent) of the Company’s issued ordinary share
capital and calculated as at 30th April 2012 (being the
last practicable date prior to publication of the notice). In
accordance with the latest institutional guidelines issued
by the Association of British Insurers (ABI), paragraph (ii)
of Resolution 14, if passed, would give the Directors
authority to allot further Ordinary shares in connection
with a pre-emptive offer by way of a rights issue to
shareholders up to an aggregate nominal amount of
£20,392,084, representing approximately one third
(33.33 per cent) of the Company’s issued ordinary share
capital and calculated as at 30th April 2012 (being the
last practicable date prior to publication of the notice). As
at 30th April 2012 (being the last practicable date prior
to publication of the notice,) the Company held no shares
in treasury.