BT 2014 Annual Report Download - page 201

198 Additional information
(d) Dividends
The company’s shareholders can declare dividends by passing an
ordinary resolution provided that no dividend can exceed the amount
recommended by the directors. Dividends must be paid out of prots
available for distribution. If the Board considers that the prots of the
company justify such payments, they can pay interim dividends on any
class of shares of the amounts and on the dates and for the periods they
decide. Fixed dividends will be paid on any class of shares on the dates
stated for the payments of those dividends.
The directors can oer ordinary shareholders the right to choose to
receive new ordinary shares, which are credited as fully paid, instead of
some or all of their cash dividend. Before they can do this, the company’s
shareholders must have passed an ordinary resolution authorising the
directors to make this oer.
Any dividend which has not been claimed for ten years after it was
declared or became due for payment will be forfeited and will belong
to the company.
(e) Distribution of assets on winding up
If the company is wound up (whether the liquidation is voluntary,
under supervision of the court or by the court) the liquidator can,
with the authority of a special resolution passed by the shareholders,
divide among the shareholders all or any part of the assets of the
company. This applies whether the assets consist of property of one kind
or dierent kinds. For this purpose, the liquidator can place whatever
value the liquidator considers fair on any property and decide how
the division is carried out between shareholders or dierent groups of
shareholders. The liquidator can also, with the same authority,
transfer any assets to trustees upon any trusts for the benet of
shareholders which the liquidator decides. The liquidation of the
company can then be nalised and the company dissolved. No past or
present shareholder can be compelled to accept any shares or other
property under the Articles which could give that shareholder a liability.
(f) Transfer of shares
Certicated shares of the company may be transferred in writing either
by an instrument of transfer in the usual standard form or in another
form approved by the Board. The transfer form must be signed or made
eective by or on behalf of the person making the transfer. The person
making the transfer will be treated as continuing to be the holder of the
shares transferred until the name of the person to whom the shares are
being transferred is entered in the register of members of the company.
The Board may refuse to register any transfer of any share held in
certicated form
(i) which is in favour of more than four joint holders or
(ii) unless the transfer form to be registered is properly stamped to
show payment of any applicable stamp duty and delivered to the
company’s registered oce or any other place the Board decide.
The transfer must have with it the share certicate for the shares to
be transferred any other evidence which the Board ask for to prove
that the person wanting to make the transfer is entitled to do this
and if the transfer form is executed by another person on behalf of
the person making the transfer, evidence of the authority of that
person to do so.
Transfers of uncerticated shares must be carried out using a relevant
system (as dened in the Uncerticated Securities Regulations 2001
(the Regulations)). The Board can refuse to register a transfer of an
uncerticated share in the circumstances stated in the Regulations.
If the Board decide not to register a transfer of a share, the Board must
notify the person to whom that share was to be transferred giving
reasons for its decision. This must be done as soon as possible and
no later than two months after the company receives the transfer or
instruction from the operator of the relevant system.
(g) Untraced shareholders
BT may sell any shares after advertising its intention and waiting for
three months if the shares have been in issue for at least ten years,
during that period at least three dividends have become payable
on them and have not been cashed and BT has not heard from the
shareholder or any person entitled to the dividends by transmission.
The net sale proceeds belong to BT, but it must pay those proceeds to
the former shareholder or the person entitled to them by transmission
if that shareholder, or that other person, asks for them.
(h) General meetings of shareholders
Every year the company must hold an annual general meeting. The
Board can call a general meeting at any time and, under general law,
must call one on a shareholders’ requisition. At least 21 clear days’
written notice must be given for every annual general meeting. For every
other general meeting, at least 14 clear days’ written notice must be
given. The Board can specify in the notice of meeting a time by which a
person must be entered on the register of shareholders in order to have
the right to attend or vote at the meeting. The time specied must not
be more than 48 hours before the time xed for the meeting.
(i) Limitations on rights of non-resident or foreign shareholders
The only limitation imposed by the Articles on the rights of non-resident
or foreign shareholders is that a shareholder whose registered address
is outside the UK and who wishes to receive notices of meetings of
shareholders or documents from BT must give the company an address
within the UK to which they may be sent.
(j) Directors
Directors’ remuneration
Excluding remuneration referred to below, each director will be paid
such fee for his services as the Board decide, not exceeding £65,000 a
year and increasing by the percentage increase of the retail prices index
(as dened by section 833(2) Income and Corporation Taxes Act 1988)
for any 12-month period beginning 1 April 1999 or an anniversary of
that date. The company may by ordinary resolution decide on a higher
sum. This resolution can increase the fee paid to all or any directors
either permanently or for a particular period. The directors may be
paid their expenses properly incurred in connection with the business
of the company.
The Board can award extra fees to a director who holds an
executive position acts as chairman or deputy chairman serves on a
Board committee at the request of the Board or performs any other
services which the Board consider extend beyond the ordinary duties
of a director.
The directors may grant pensions or other benets to, among others,
any director or former director or persons connected with them.
However, BT can only provide these benets to any director or former
director who has not been an employee or held any other oce or
executive position in the company or any of its subsidiary undertakings,
or to relations or dependants of, or people connected to, those
directors or former directors, if the shareholders approve this by passing
an ordinary resolution.
Directors’ votes
A director need not be a shareholder, but a director who is not a
shareholder can still attend and speak at shareholders’ meetings.
Unless the Articles say otherwise, a director cannot vote on a resolution
about a contract in which the director has an interest (this will also apply
to interests of a person connected with the director).
If the legislation allows, a director can vote and be counted in the
quorum on a resolution concerning a contract
(i) in which the director has an interest of which the director is not
aware or which cannot reasonably be regarded as likely to give
rise to a conict of interest