22 | GOVERNANCE | Report of the Directors
termination is between twelve and twenty-four months depending on the date notice is served by the relevant entity. However, the termination notice period is reduced to twelve months in the event of a major corporate action occurring that affects F&C.
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) to which its Board has not consented.
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 2012, 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 17 to the Consolidated Financial Statements. The financial risk management objectives and policies of the Group are contained in note 35.
Share capital and Directors’ interests During 2012 the Company issued 12,377,307 ordinary shares in respect of vested awards or options under the Company’s long-term incentive schemes. The Company also issued 10,684,692 ordinary
shares to satisfy commutation arrangements pursuant to the acquisition of Thames River Capital.
Details of shares under option at 31 December 2012 are shown on page 130. 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 Keith Jones David Logan
Jeff Medlock
Derham O’Neill Keith Percy
Kieran Poynter Richard Wilson ‡
Beneficial Beneficial Beneficial
Non-Beneficial* Beneficial Beneficial Beneficial Beneficial Beneficial
31 Dec 2012** 31 Dec 2011** Nil
Nil
109,883,743 106,397,130 51,285 19,147 Nil
51,285 19,147 Nil
98,336 64,176 20,000 Nil Nil
30,000 211,792
344,627 64,176 20,000 Nil Nil
30,000 211,667
Edward Bramson is an associate of SIGA, LP, a member of the Sherborne Group.
* David Logan is a Director of F&C Group ESOP Trustee Limited, a company incorporated in 1995 to operate a discretionary employee benefit trust to encourage and facilitate the acquisition and holding of shares in the Company by employees.
** Or date of appointment as Director if later.
Since the year end, the following Directors’ dealings (and those of their connected persons) in the Company’s shares have taken place:
• Messrs Logan and Wilson subscribe for £125 worth of shares each month under the Company’s Share Incentive Plan, details of which are set out on page 34; and
• SIGA LP, a member of the Sherborne Group has acquired a further 280,000 shares since the year end.
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 £133,000 (2011: £274,000). No political donations or contributions were made during the year (2011: £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.
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