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Dividends A Dividend Reinvestment Plan is in place which allows shareholders to purchase additional shares in the company with their dividend payment. Further information and a mandate can be obtained from the company’s registrars, Equiniti, whose details are set out in the Company Details section. Share Capital There were no share allotments during the year. At the 2008 Annual General Meeting, shareholders renewed the company’s authority to make market purchases of up to 21,467,573 ordinary shares (representing 10% of the issued share capital of the company (excluding treasury shares) as at 30th May 2008). The company did not make any purchases of its own shares during the year. Authority to purchase up to 21,467,573 shares remained in place at 31st March 2009. At the forthcoming Annual General Meeting the board will again seek shareholders’ approval to renew the annual authority for the company to make purchases of its own shares through the market. Rights and Obligations Attaching to Shares There are no restrictions on transfer or limitations on the holding of ordinary shares and no requirements to obtain prior approval to any transfers except where the company has exercised its right to suspend their voting rights, withhold a dividend or prohibit their transfer following the failure by the member or any other person appearing to be interested in the shares to provide the company with information requested under section 793 of the Companies Act 2006. The directors may, in certain circumstances, also refuse to register the transfer of a share in certificated form which is not fully paid up, where the instrument of transfer does not comply with the requirements of the Articles of Association, or if entitled to do so under the Uncertificated Securities Regulations 2001. No ordinary shares carry any special rights with regard to control of the company and there are no restrictions on voting rights except that a shareholder has no right to vote in respect of a share unless all sums due in respect of that share are fully paid. There are no known agreements between holders of securities that may result in restrictions on the transfer of securities or on voting rights and no known arrangements under which financial rights are held by a person other than the holder of the shares. Shares acquired by employees through the Johnson Matthey employee share schemes rank equally with the other shares in issue and have no special rights. Annual General Meeting Employee Share Schemes Directors On 31st March 2009, Mr I C Strachan retired as a non-executive director of the company. On 1st April 2009, Sir Thomas Harris was appointed a non-executive director of the company. On 22nd June 2009, Mr R J MacLeod will be appointed an executive director and Group Finance Director designate. It is intended that Mr MacLeod will take over the role of Group Finance Director from Mr J N Sheldrick when he retires at age 60 on 7th September 2009. As announced on 26th February 2009, Mr D W Morgan, Executive Director, Group Corporate Development, has decided to stand down from the board at the forthcoming Annual General Meeting on 21st July 2009. As announced on 1st April 2009, Dr P N Hawker, Executive Director, Process Technologies and Fine Chemicals & Catalysts, has decided to retire and will also stand down from the board at the forthcoming Annual General Meeting. Also as announced on 1st April 2009, Mr W F Sandford, Division Director, Precious Metal Products, has been appointed an executive director and will join the board with effect from the end of the forthcoming Annual General Meeting. Mr L C Pentz, previously Executive Director, Emission Control Technologies, was appointed Executive Director, Environmental Technologies with effect from 1st April 2009. In accordance with the provisions for retirement by rotation in the company’s Articles of Association, Sir John Banham, Mr N A P Carson and Mr Pentz will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election. Also in accordance with the provisions of the company’s Articles of Association, Sir Thomas Harris and Mr MacLeod will retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for election. Details of the constitution of the board and its committees are set out in the Corporate Governance section. Appointment and Replacement of Directors At every Annual General Meeting at least one third of directors must retire by rotation. The directors to retire by rotation must include any director who has not been subject to election or re-election at the time of the two preceding Annual General Meetings, and (if so required to constitute one third of directors) those directors who have been longest in office since their last appointment or re-appointment. A director may be removed by a special resolution of the company. In addition, a director must automatically cease to be a director if (i) he ceases to be a director by virtue of any provision of the Companies Act 1985 or Companies Act 2006 or he becomes prohibited by law from being a director, or (ii) he becomes bankrupt or makes any arrangement or composition with his creditors generally, or (iii) he is suffering from a mental disorder, or (iv) he resigns from his office by notice in writing to the company, or in the case of an executive director, his appointment is terminated or expires and the directors resolve that his office be vacated, or (v) he is absent for more than six consecutive months without permission of the directors from meetings of the directors and the directors resolve that his office be vacated or (vi) he is requested in writing, or by electronic form, by all the other directors to resign. Powers of the Directors Directors’ Interests Other than service contracts, no director had any interest in any material contract with any group company at any time during the year. During the year procedures were put in place to ensure compliance with the directors’ conflict of interest duties set out in the Companies Act 2006. All directors were asked to submit details to the Company Secretary of any current situations (appointments or otherwise) which may give rise to a conflict, or potential conflict, of interest. Notifications were received from all directors. These were reviewed by the board and the board identified those which required further consideration and, if appropriate, approval. Following consideration, the board approved the conflict or potential conflict matters, subject to the condition that the directors concerned abstain from participating in any discussion or decision affected by the conflict matter. In each case, authorisation was given by directors who were genuinely independent of the conflict matter. A record of all authorisations is maintained by the Company Secretary and will be reviewed by the board on an annual basis. In addition, the board approved a procedure in respect of the ongoing authorisation of directors’ conflicts of interests and directors’ duty to declare interests in proposed and existing transactions and arrangements. The above conflicts procedures have operated effectively since their implementation. Major Shareholders
Change of Control The group has a number of loan notes and borrowing facilities which may require prepayment of principal and payment of accrued interest and breakage costs if there is change in control of the company. The group has also entered into a series of financial instruments to hedge its currency, interest rate and metal price exposures which provide for termination or alteration if a change of control of the company materially weakens the creditworthiness of the group. The company is party to a marketing agreement with a subsidiary of Anglo Platinum Limited, originally entered into in 1992, under which the company was appointed as sales and marketing agent for refined platinum group metals worldwide excluding the US and the company agreed to provide certain marketing services. The agreement contains provisions under which the counterparty may have the right to terminate the agreement on a change of control of the company. The rules of the company’s employee share schemes set out the consequences of a change of control of the company on participants’ rights under the schemes. Generally such rights will vest and become exercisable on a change of control subject to the satisfaction of relevant performance conditions. The executive directors’ service contracts each contain a provision to the effect that if the contract is terminated by the company within one year after a change of control of the company, the company will pay to the director as liquidated damages an amount equivalent to one year’s gross basic salary and other contractual benefits less the period of any notice given by the company to the director. Other than the marketing agreement with a subsidiary of Anglo Platinum Limited referred to above, the group does not have any contractual or other arrangements with any persons which the directors consider are essential to the business of the company. Disabled Persons Use of Financial Instruments Employee Involvement Policy on Payment of Commercial Debts Charitable Donations Further details of contributions made by the group worldwide are given in the Sustainability section and in the Sustainability Report which can be found on the company’s website at www.matthey.com. Political Donations and Expenditure Directors’ Indemnities Corporate Governance and Remuneration Auditors and Disclosure of Information to Auditors So far as each person serving as a director of the company at the date this Annual Report was approved by the board is aware, there is no relevant information needed by the company’s auditors in connection with preparing its report set out in the Independent Auditors' Report (audit information) of which the company’s auditors are unaware. Each director hereby confirms that he or she has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company’s auditors are aware of that information. The Report of the Directors was approved by the Board of Directors on 3rd June 2009 and is signed on its behalf by:
Simon Farrant |
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