Carphone Warehouse 2016 Annual Report Download - page 50

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Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
Directors’ Report
48
Directors’ indemnities and insurance
The Company has made qualifying third party indemnity
provisions (as defined in the Act) for the benefit of its directors
during the year; these provisions remain in force at the date of
this report.
In accordance with the Articles, and to the extent permitted
by law, the Company may indemnify its directors out of its
own funds to cover liabilities incurred as a result of their
office. The Group holds Directors’ and Officers’ Liability
Insurance cover for any claim brought against directors or
officers for wrongful acts in connection with their positions.
The insurance provided does not extend to claims arising
from fraud or dishonesty.
Information required by Listing
Rule 9.8.4R
Details of long-term incentive schemes as required by Listing
Rule 9.4.3R are located in the Directors’ Remuneration
Report on pages 57 to 81. Details of dividends waived by
shareholders are given on page 49 of this Directors’ Report.
There is no further information required to be disclosed under
Listing Rule 9.8.4R.
Directors’ responsibilities
The directors’ responsibilities for the financial statements
contained within this Annual Report and Accounts and the
directors’ confirmations required under DTR 4.1.12 are set
out on page 82.
Capital structure
The Company’s only class of share is ordinary shares. Details
of the movements in issued share capital during the year are
provided in note 22 to the Group financial statements. The
voting rights of Dixons Carphone shares are identical, with
each share carrying the right to one vote. Dixons Carphone
holds no shares in treasury.
Details of employee share schemes are provided in note 5 to
the Group financial statements. On 30 April 2016 the
Carphone Warehouse Employee Share Ownership Trust
(‘ESOT’) held 625,623 shares (2015: 791,100 shares) and the
Dixons Retail plc ESOT held 123,451 shares (2015: 151,829
shares). The Carphone Warehouse ESOT did not make any
market purchases of the Company’s shares, and the Dixons
Retail plc ESOT made market purchases of 1,914,308 shares
during the year under review.
Restrictions on transfer of securities
of the Company
There are no specific restrictions on the size of a holding nor
on the transfer of shares, which are both governed by the
general provisions of the Articles and prevailing legislation.
The directors are not aware of any agreements between
holders of the Company’s shares that may result in
restrictions on the transfer of securities or on voting rights.
No person has any special rights of control over the
Company’s share capital and all issued shares are fully paid.
Change of control – significant
agreements
All of the Company’s share incentive scheme rules contain
provisions which may cause options and awards granted
under these schemes to vest and become exercisable in the
event of a change of control.
The Group’s main committed borrowing facility has a change
of control clause whereby the participating banks can require
the Company to repay all outstanding amounts under the
facility agreement in the event of a change of control. The
Company is not aware of any other significant agreements,
such as commercial contracts and property lease
arrangements etc, to which it is party, that take effect, alter or
terminate upon a change of control in the Company.
Furthermore, the directors are not aware of any agreements
between the Company and its directors or employees that
provide for compensation for loss of office or employment
that occurs in the event of a takeover bid.
Significant shareholdings
At 30 April 2016, pursuant to Chapter 5 of the Disclosure and
Transparency Rules of the Financial Conduct Authority, the
shareholders with 3% or more in the voting rights of the
Company are:
Name Number of shares
Percentage of
share capital
Standard Life 67,016,585 5.82%
BlackRock 64,226,251 5.58%
Lansdowne Partners 57,675,527 5.01%
D P J Ross 55,738,699 4.84%
A
XA Group 42,555,710 3.70%
Capital Group 41,116,000 3.57%
Legal & General
Investment
Management
37,370,496 3.25%
At 28 June 2016, no change in these shareholdings had
been notified.
Directors’ interests in the Company’s shares and the
movements thereof are detailed in the Annual Remuneration
Report on pages 69 to 81.
00_DC 2016 Annual Report.pdf 48 11/07/2016 18:34