EasyJet 2014 Annual Report Download - page 91

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www.easyJet.com 89
Governance
Directors’ report
The Directors present the Directors’ report, together with
the audited accounts for the year ended 30 September
2014. The Directors’ report comprises pages 89 to 92,
and the sections of the annual report incorporated by
reference are set out below:
Membership of Board during 2014
financial year
See pages
54 to 55
Financial instruments and financial
risk management
See pages
122 to 128
Greenhouse gas emissions See pages
47 to 48
Corporate governance report See pages
52 to 70
Future developments of the business
of the Group
See page
17
Employee equality and diversity See page
41
Employee involvement See pages
38 to 41
In accordance with the UK Financial Conduct
Authority’s Listing Rules (LR 9.8.4C), the information
to be included in the Annual report and accounts,
where applicable, under LR 9.8.4, is set out in this
Directors’ report, with the exception of details of
transactions with controlling shareholders which is
set out on page 129 (note 27 to the accounts).
The annual report has been drawn up and presented in
accordance with English company law and the liabilities of
the Directors in connection with the report shall be subject
to the limitations and restrictions provided by such law.
easyJet plc is incorporated as a public limited company
and is registered in England with the registered number
3959649. easyJet plc’s registered office is Hangar 89,
London Luton Airport, Luton, Bedfordshire, LU2 9PF.
The Company’s registrars are Equiniti Limited who are
situated at Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA.
Political donations and expenditure
easyJet works constructively with all levels of government
across its network, regardless of political affiliation.
easyJet believes in the rights of individuals to engage
in the democratic process, however easyJet itself does
not make any political donations and does not incur any
political expenditure.
Dividend
The Directors are recommending an ordinary dividend,
with a payout ratio of 40% of profit after tax, of £180
million or 45.4 pence per share. The ordinary dividend is
subject to shareholder approval at the Company’s Annual
General Meeting to be held on 12 February 2015.
Appointment and retirement of Directors
Subject to applicable law, a Director may be appointed by
an ordinary resolution of shareholders in general meeting
following nomination by the Board or a member (or
members) entitled to vote at such meeting, or following
retirement by rotation if the Director chooses to seek
re-election at a general meeting. In addition, the Directors
may appoint a Director to fill a vacancy or as an additional
Director, provided that the individual retires at the next
Annual General Meeting. A Director may be removed by
the Company as provided for by applicable law, in certain
circumstances set out in the Company’s Articles of
Association (for example bankruptcy or resignation),
or by an ordinary resolution of the Company in general
meeting. All Directors stand for election at the Annual
General Meeting following their appointment, and
stand for re-election on an annual basis in line with the
recommendations of the UK Corporate Governance Code.
Powers conferred on the Directors in relation to
issuing or buying back shares
Subject to applicable law and the Company’s Articles of
Association the Directors may exercise all powers of the
Company, including the power to authorise the issue and/
or market purchase of the Company’s shares (subject to
an appropriate authority being given to the Directors by
shareholders in general meeting and any conditions
attaching to such authority). The shareholders delegated
the following powers in relation to the issuing or market
purchase by the Company of its shares at the Company’s
2014 Annual General Meeting:
• authority to allot equity securities with a nominal value of
up to approximately 10% of its issued share capital; and
• authority to make market purchases of its own shares,
up to a maximum of approximately 10% of the
Company’s issued share capital.
These standard authorities will expire on 13 May 2015, or
at the conclusion of the Annual General Meeting in 2015,
whichever is the earlier. The Directors will seek to renew
the authorities at the Annual General Meeting in 2015. As
at 17 November 2014, neither authority had been exercised.
During the 2014 financial year, 351,564 ordinary shares in
the Company were issued for cash to satisfy the exercise
of options granted under the Company’s Discretionary
Share Option Scheme (see note 19 to the accounts).
However, these do not count against the allotment
authority granted by shareholders in accordance with
the Companies Act 2006.