ANNUAL REPORT AND FINANCIAL STATEMENTS 2011 | 25
Substantial interests in share capital The Company has been informed of the following substantial interests, above 3 per cent. as at 23 March 2012:
Ordinary Shares Percentage
Sherborne
Fidelity Worldwide Aviva
Sarasin & Partners M&G Investments Legal and General
106,397,130 53,158,667 48,621,733 25,381,134 18,606,636 16,365,403
19.99 9.99 9.14 4.77 3.50 3.07
Employees At 1 March 2012, there were 776 full-time employees and 84 part-time employees within the Group (1 March 2011: 898 full-time employees and 84 part-time employees).
Disabled employees The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person.
Where existing employees become disabled, it is the Group’s policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training, career development and promotion to disabled employees wherever possible.
Employee involvement During the year, the policy of providing employees with information about the Group has been continued through internal presentations by the Executive Directors and Group Management and the internal publication of relevant information.Wherever appropriate, employees are consulted to ensure that their views are taken into account before decisions are taken which are likely to affect their interests.
Equal opportunities The Group aims to provide equal opportunities for all, without discrimination on the grounds of race, religion, marital status, age, sex, sexual orientation or disability. We recruit and promote those best suited for the job. The Group respects the dignity of individuals and their beliefs. The Group does not tolerate any sexual, racial, physical or mental harassment of staff in the work place.
Share incentive schemes During the year, employees participated directly in the business through a number of Employee Share Schemes, details of which are included within the Directors’ Remuneration Report on pages 34 to 39 or the notes to the Consolidated Financial Statements on pages 90 to 98.
Annual General Meeting (AGM) The Company will hold its AGM on Wednesday, 9 May 2012 at Ironmongers Hall, Shaftesbury Place, Barbican, London EC2Y 8AA.
The Meeting will start at 10 a.m. (UK time). Details of all resolutions being put to shareholders are set out in the Notice of Annual General Meeting commencing on page 141.
Board changes On 3 February 2011, at a General Meeting of the Company, shareholders approved the appointment of Messrs Bramson, Brindle and O’Neill to the Board and resolved that Messrs MacAndrew and Larcombe be removed from the Board.
On 6 October 2011, Alain Grisay, the Company’s Chief Executive, announced his intention to retire on conclusion of this year’s Annual General Meeting. The Board are in the process of reviewing the Company’s succession plans for the Chief Executive position and will make an announcement in due course.
On 25 November 2011, Messrs Jones and Percy joined the Board as independent Non-executive Directors.
Information relating to the re-election of Directors at the Annual General Meeting is set out in the Directors’ Report on Corporate Governance on page 31.
Authority to allot ordinary shares and disapplication of pre-emption rights
Ordinary resolution 14 will be put to the AGM of the Company to renew the Directors’ power to allot shares. The Directors currently have a general authority to allot relevant securities up to a maximum amount of £177,355.19 together with specific authorities to allot shares to satisfy the consideration payable in connection with the acquisition of Thames River and the related commutation arrangements and for the settlement of awards made under the management share plans (the Specific Authorities). The resolution proposes that a similar general authority be granted in substitution of the existing general authority to allot securities up to a maximum amount of £177,355.19, representing approximately 33.33 per cent. of the Company’s total issued ordinary share capital (excluding treasury shares) as at the date of this report. The Specific Authorities will remain unaffected by the passing of this resolution.
In addition, in accordance with guidance issued by the Association of British Insurers in December 2008, the Company is seeking additional authority to allot securities in connection with a pre- emptive rights issue up to a maximum amount of £177,355.19, representing approximately 33.33 per cent. of the Company’s total issued ordinary share capital (excluding treasury shares) as at the date of this report. The benefit to the Company of obtaining such authority on an annual basis is that it would allow the Company to implement a rights issue of an amount equal to approximately 66.67 per cent. of the issued ordinary share capital without the need to call an additional general meeting. This would shorten the implementation timetable for such a rights issue. The Directors have no present intention of exercising this authority. The authority will expire at the end of the AGM to be held in 2013, unless previously cancelled or varied by the Company in general meeting. It is the intention of the Directors to renew this authority annually at each AGM.
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