Annual Report 2010 in PDF - BBA Aviation

Suppliers Payment Policy Substantial shareholdings
The Company and Group’s policy is to settle terms of payment with The Company has been notifed, as at 1 March 2011, of the following
suppliers when agreeing the terms of each transaction, to ensure that material interests in the voting rights of the Company under the
suppliers are made aware of the terms of payment and to abide by the provisions of the Disclosure and Transparency Rules:
terms of the payment.
%
Share Capital
Details of the Company’s share capital and changes to the share
capital are shown in note 21 to the Consolidated Financial Statements.
That note also contains a summary of the rights attaching to each class
of shares and details of the number of ordinary shares held in
employee benef t trusts. Awards granted under the Company’s share
plans are satisfed either by shares held in the employee beneft trusts
or by the issue of new shares when awards vest. The Remuneration
Committee monitors the number of awards made under the various
share plans and their potential impact on the relevant dilution limits
recommended by the Association of British Insurers. Based on the
Company’s issued share capital as at 31 December 2010 these were (in
respect of the limit of 10% in any rolling 10-year period for all share
plans) 4.9% and (in respect of the limit of 5% in any rolling 10-year
period for discretionary share plans) 3.2%.
The Company was given authority to purchase up to 14.99% of
its existing ordinary share capital at the 2010 Annual General Meeting.
That authority will expire at the conclusion of the Annual General
Meeting in May 2011 unless renewed. Accordingly, a special resolution
to renew the authority will be proposed at the forthcoming Annual
General Meeting.
The existing authority for directors to allot ordinary shares will
expire at the conclusion of the 2011 Annual General Meeting.
Accordingly, an ordinary resolution to renew this authority will be
proposed at the forthcoming Annual General Meeting. In addition, it
will be proposed to give the directors further authority to allot
ordinary shares in connection with a rights issue in favour of ordinary
shareholders. This is in line with guidance issued by the Association of
British Insurers. If the directors were to use such further authority in the
year following the 2011 AGM, all directors wishing to remain in of ce
would stand for re-election at the 2012 AGM.
Details of these resolutions are included with the Notice of
Annual General Meeting enclosed with this Report.
Resolutions at the Annual General Meeting
The Company’s Annual General Meeting will be held on 4 May 2011.
Accompanying this report is the Notice of Annual General Meeting
which sets out the resolutions to be considered and approved at the
meeting. The resolutions are explained in a letter from the Chairman
which accompanies the Notice and cover such routine matters as the
renewal of authority to allot shares (referred to above), to disapply preemption
rights and to purchase own shares.
Aviva plc and its subsidiaries 9.85
Standard Life Investments Ltd 7.861
Prudential plc group of companies below 5
Newton Investment Management Limited 4.98
Black Rock, Inc. 4.97
Jupiter Asset Management Limited 4.393
Harris Associates L.P. 4.08
William H. Gates III 4
Legal & General Group Plc 3.95
Barclays Global Investors 3.86
Charitable and political donations
Group donations to charities worldwide were £371,000 (2009:
£149,000) with UK charities receiving £76,000 (2009: £30,000). No
donations were made to any political party in either year.
Auditors
As required by s418 of the Companies Act 2006, each of the directors,
at the date of the approval of this report, conf rms that:
a) so far as the director is aware, there is no relevant audit
information of which the Company’s auditors are unaware; and
b) the director has taken all the steps that he ought to have
taken as a director to make himself aware of any relevant audit
information and to establish that the Company’s auditors are aware of
that information.
Words and phrases used in this confrmation should be
interpreted in accordance with s418 of the Companies Act 2006.
A resolution to reappoint Deloitte LLP as auditors of the Company will
be proposed at the Annual General Meeting.
Directors’ Report approved by the Board on 1 March 2011 and signed
on its behalf by:
Zillah Stone
Group Secretary
Directors’ Report — 67