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24 | GOVERNANCE | Report of the Directors


Foreign & Colonial Investment Trust Plc The Investment Management Agreement in place with Foreign & Colonial Investment Trust Plc can be terminated by the trust on a minimum of six months’ notice expiring at the end of any calendar month. In the event that there is a change of control in F&C (as defined in Section 1124 of the Corporation Tax Act 2010), then the investment trust is entitled to terminate the agreement on not less than three months’ notice to expire at the end of any calendar month.


F&C Commercial Property Trust Limited The Investment Management Agreement in place with F&C Commercial Property Trust Limited can be terminated by the investment trust on not less than six months’ notice. Early termination can be undertaken by the investment trust, but only subject to the payment of compensation to F&C based on revenue stream. Immediate termination is possible by the investment trust in the event that there is a change of control in F&C (as defined in Section 1124 of the Corporation Tax Act 2010) which has not been consented to by its Board.


F&C REIT Asset Management LLP The F&C REIT Asset Management LLP (the LLP) Limited Liability Partnership Agreement, dated 21 July 2008, is between F&C, the two individual members and a separate company controlled by discretionary trusts.


Where there is a change of control of F&C, F&C can elect to change the arrangements for voting at LLP members’ meetings such that F&C’s interests are represented by one vote and the REIT Parties’ aggregate interests are represented by one vote. If F&C does not so elect, then F&C may be required to offer to sell its interests in the LLP to the other members of the LLP at a price determined by an independent valuer.


Property, plant and equipment Details of changes in property, plant and equipment are disclosed in note 12 to the Consolidated Financial Statements. At 31 December 2011, there were no significant differences between the net book and market values of property, plant and equipment.


Financial instruments Details of financial instruments are disclosed in notes 14 and 18 to the Consolidated Financial Statements. The financial risk management objectives and policies of the Group are contained in note 36.


Share capital and Directors’ interests The Company did not issue any ordinary shares in respect of vested awards or options under the Company’s long term incentive schemes in 2011.


Details of shares under option at 31 December 2011 are shown on page 137. The Directors who held office at the year end and their interests (together with those of their connected persons) in the share capital of the Company are shown below:


Ordinary Shares Edward Bramson Beneficial Non-Beneficial‡


Keith Bedell-Pearce Beneficial Ian Brindle Alain Grisay


Keith Jones David Logan


Jeff Medlock


Derham O’Neill Keith Percy


Kieran Poynter ‡





Beneficial Beneficial†


Non-Beneficial* Beneficial Beneficial


Non-Beneficial* Beneficial Beneficial Beneficial Beneficial


31 Dec 2011** 31 Dec 2010** Nil


Nil


106,397,130 96,329,200 51,285 Nil


51,285 Nil


562,657 2,062,657 64,176 Nil


64,176 Nil


344,627 64,176 20,000 Nil Nil


30,000


198,428 64,176 20,000 Nil Nil


30,000


Edward Bramson is an associate of SIGA, LP, a member of the Sherborne Group.


These shares include Mr Grisay’s participation in the Purchased Equity Plan. Further details of this plan are set out in the Directors’ Remuneration Report on page 35.


* Alain Grisay and David Logan are Directors of F&C Group ESOP Trustee Limited, a company incorporated in 1995 as a discretionary employee benefit trust to encourage and facilitate the acquisition and holding of shares in the Company by employees.


** Or date of appointment if later.


Since the year end, the following Directors’ dealings (and those of their connected persons) in the Company’s shares have taken place:


• Mr Logan subscribes for £125 worth of shares each month under the Company’s Share Incentive Plan, details of which are set out on page 35; and


• On 15th March 2012, Alain Grisay sold 65,000 shares at a price of 70.12 pence per share.


Directors’ and officers’ liability The Group maintains insurance cover in respect of Directors’ and officers’ liability.


The Directors have the benefit of an indemnity in accordance with the Company’s Articles of Association at article 166 which is a qualifying third-party indemnity provision as defined in the Companies Act 2006.


Charitable and political contributions During the year, the Group made contributions to charity of £274,000 (2010: £211,000). No political donations or contributions were made during the year (2010: £nil). Further details on the criteria for charitable giving are contained on the Company’s website.


Payment policy and practice It is the Group’s policy to ensure settlement of suppliers’ accounts in accordance with the stated terms. In certain circumstances, settlement terms are agreed prior to any business taking place. It is our policy to abide by those terms.


At 31 December 2011, trade creditors represented the equivalent of 3 days (2010: 9 days) of the annual purchases invoiced by the suppliers to the Group.


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