ANNUAL REPORT AND FINANCIAL STATEMENTS 2012 | 25
Further details of the existing dilution limit and the amendment highlighted above are set out in the appendix to the notice of meeting contained on page 137. The notes to the notice also provide information on how the LTRP rules, marked up to show the proposed change, may be inspected in advance of the meeting.
Notice of General Meetings We are currently able to call general meetings (other than AGMs) on fourteen days’ notice. We are proposing special resolution 17 at the AGM so that we can continue to be able to do so. The flexibility offered by this resolution will only be used where it is, in the opinion of the Directors, appropriate in relation to the business to be considered at the meeting and merited in the interests of the shareholders as a whole.
The authority being sought pursuant to special resolution 17 will expire at the conclusion of the AGM to be held in 2014. It is the current intention of the Directors to renew this authority annually.
Auditor KPMG has expressed its willingness to continue in office as auditor and a resolution proposing its re-appointment and for the Directors to determine its fees will be submitted at the AGM.
Details of the auditor’s remuneration is provided in note 4(c) to the Consolidated Financial Statements and further detail on how the Board ensures the independence of the auditor is detailed on pages 31 and 32 within the Directors’ Report on Corporate Governance.
Recommendation The Directors consider that the resolutions to be proposed at the AGM are in the best interests of the Company and of shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial shareholdings.
Adequacy of the information provided to the auditor The Directors who held office at the date of approving this Directors’ Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware, and each Director has taken all the steps that he is obliged to take 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.
By order of the Board,
WMarrack Tonkin, FCCA Secretary 80 George Street Edinburgh EH2 3BU
25 March 2013
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