Tullett Prebon plc Annual Report 2010
The Tullett Prebon plc Employee Share Ownership Trust held 1,196 shares at 31 December 2010 (2009: 555,631) and the Tullett Prebon plc Employee Beneﬁt Trust 2007 held 200,833 shares (2009: 677,797). The beneﬁciaries of the trusts are the employees of the Group, including the executive directors. Under Schedule 1 of the Companies Act 2006 the executive directors are deemed to be interested in these shares. Directors’ share options are set out in the Report on Directors’ Remuneration, including changes which have occurred since the end of the ﬁnancial year. Share capital and control Details of the authorised and issued share capital, together with details of the movements in the Company’s issued share capital during the year are shown in Note 26 which is incorporated into this Directors’ Report by reference. The Company has one class of ordinary shares, which carry no right to ﬁxed income. Each share carries the right to one vote at general meetings of the Company. No person has any special rights of control over the Company’s share capital and all issued shares are fully paid. The voting rights of the ordinary shares held by the Tullett Prebon plc Employee Share Ownership Trust and the Tullett Prebon plc Employee Beneﬁt Trust 2007 are exercisable by the trustees in accordance with their ﬁduciary duties. The right to receive dividends on these shares has been waived. There are no speciﬁc restrictions on the size of a holding nor on the transfer of shares, which are both governed by the provisions of the Articles of Association (the ‘Articles’) and prevailing legislation. The directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities or on voting rights, nor are there any arrangements by which, with the Company’s co-operation, ﬁnancial rights carried by securities are held by a person other than the holder of those securities. Details of employee share schemes are set out in Note 28 which is incorporated into this Directors’ Report by reference. With regard to the appointment and replacement of directors, the Company is governed by its Articles, the UK Corporate Governance Code (which applies to the Company with effect from 1 January 2011), the Companies Act 2006 and related legislation. The Articles may be amended by special resolution of the shareholders. The powers of the directors include the authorities to allot shares and to buy the Company’s shares in the market as granted by shareholders at the Annual General Meeting (‘AGM’). At the last AGM a resolution was passed granting authority to the directors to purchase up to 21,531,358 ordinary shares. This authority will expire at the conclusion of the next AGM or, if earlier, on 1 July 2011, unless renewed before that time.
Further powers of the directors are described in the Schedule of matters reserved for the Board, which is available on the Company’s website, and in the Corporate Governance Report on pages 28 to 31. The Schedule of matters reserved for the Board is incorporated into this Directors’ Report by reference. Substantial interests At 7 March 2011, being the latest practicable date before signing of this document, the following (not being directors, their families or persons connected, within section 252 of the Companies Act 2006) had notiﬁed the Company that they were interested in 3% or more of the voting rights of the issued ordinary share capital of the Company:
Policy of payment to suppliers It is the Group’s policy that all transactions are settled in accordance with relevant terms and conditions of business agreed with the supplier, provided all such terms and conditions have been complied with. The Company does not have any trade creditors. Annual General Meeting The AGM of the Company will be held at 2.30pm on 12 May 2011. Details of the resolutions to be proposed at the AGM are set out in a separate Notice of Meeting sent to all shareholders entitled to receive such Notice.
Auditor A resolution to re-appoint Deloitte LLP as the auditor will be proposed at the forthcoming AGM. Disclosure of information to the auditor Each of the persons who is a director at the date of approval of this Annual Report conﬁrms that: – so far as the director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and – the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. This conﬁrmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. By order of the Board Paul Mainwaring Company Secretary 8 March 2011
Political and charitable donations During 2010 no political donations were made by the Group (2009: £nil). No charitable donations were made during 2010 (2009: £nil).
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12.02 5.09 4.89 3.94 3.11
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