EasyJet 2014 Annual Report Download - page 92

90 easyJet plc Annual report and accounts 2014
Directors’ report continued
Directors’ indemnities
Directors’ and officers’ insurance cover has been
established for all Directors to provide cover against their
reasonable actions on behalf of the Company. A deed was
executed in 2007 indemnifying each of the Directors of the
Company and/or its subsidiaries as a supplement to the
directors’ and officers’ insurance cover. The indemnities,
which constitute a qualifying third party indemnity provision
as defined by section 234 of the Companies Act 2006,
were in force during the 2014 financial year and remain in
force for all current and past Directors of the Company.
Directors’ conflicts of interest
Directors have a statutory duty to avoid situations in which
they have, or may have, interests that conflict with those of
easyJet, unless that conflict is first authorised by the Board.
The Company has in place procedures for managing
conflicts of interest. The Company’s Articles of Association
also contain provisions to allow the Directors to authorise
potential conflicts of interest so that a Director is not in
breach of his/her duty under company law. Should a
Director become aware that he/she has an interest, directly
or indirectly, in an existing or proposed transaction with
easyJet, he/she should notify the Board in line with the
Company’s Articles of Association. Directors have a
continuing duty to update any changes to their conflicts
of interest.
Share capital and rights attaching to shares
Details of the movements in authorised and issued
share capital during the year are provided in note 18 to
the accounts on page 118.
On 30 September 2014 there was a single class of
396,857,135 ordinary shares of 27 2/7 pence in issue,
each with one vote. There were no shares held in treasury
at that date.
The rights and obligations attaching to the Company’s
ordinary shares are set out in its Articles of Association.
Holders of ordinary shares are entitled, subject to any
applicable law and the Company’s Articles of Association, to:
• have shareholder documents made available to them,
including notice of any general meeting;
• attend, speak and exercise voting rights at
general meetings, either in person or by proxy; and
• participate in any distribution of income or capital.
Voting rights and restrictions on transfer of shares
None of the ordinary shares carry any special rights
with regard to control of the Company. There are no
restrictions on transfers of shares other than:
• certain restrictions which may from time to time be
imposed by laws or regulations such as those relating
to insider dealing;
• pursuant to the Company’s Share Dealing Code, whereby
the Directors and designated employees require approval
to deal in the Company’s shares;
• where a person with an interest in the Company’s shares
has been served with a disclosure notice and has failed
to provide the Company with information concerning
interests in those shares;
• where a proposed transferee of the Company’s shares
has failed to furnish to the Directors a declaration of
nationality (together with such evidence as the Directors
may require) as required by the Company’s Articles of
Association; and
• the powers given to the Directors by the Company’s
Articles of Association to limit the ownership of the
Company’s shares by non-UK nationals and powers
to enforce this limitation including the right to force
a sale of any affected shares.
There are no restrictions on exercising voting rights save
in situations where the Company is legally entitled to
impose such a restriction (for example under the Articles
of Association where amounts remain unpaid in the shares
after request, or the holder is otherwise in default of an
obligation to the Company). The Company is not aware of
any arrangements between shareholders that may result in
restrictions on the transfer of securities or voting rights.
Employee share schemes – rights of control
The trustee of the easyJet UK Share Incentive Plan
(the Plan) will, on receipt of any offer, compromise,
arrangement or scheme which affects ordinary shares
held in the Plan, or in relation to any resolutions proposed
at a general meeting (including the Annual General
Meeting), invite participants to direct the trustee on the
exercise of any voting rights attaching to the ordinary
shares held by the trustee on their behalf and/or direct how
the trustee shall act in relation to those ordinary shares.
The trustee shall take no action in respect of ordinary
shares for which it has received no direction to vote, or
ordinary shares which are unallocated. On a poll, the
trustee shall vote in accordance with directions given by
participants. In the absence of directions, or on a show
of hands, the trustee shall not vote.
The trustee of the easyJet plc Employee Benefit Trust
(the Trust), which is used to purchase shares on behalf
of the Company for the benefit of employees, including in
connection with the easyJet Long Term Incentive Plan and
the International Share Incentive Plan, has the power to
vote or not vote, at its absolute discretion in respect of
any shares in the Company held unallocated in the Trust.
However, in accordance with good practice, the trustee
adopts a policy of not voting in respect of such shares.
Both the trustees of the easyJet UK Share Incentive Plan
and the easyJet plc Employee Benefit Trust have a dividend
waiver in place in respect of shares which are the beneficial
property of each of the trusts.
Amendment of the Articles of Association
The Company’s Articles of Association may only be
amended by a special resolution at a general meeting
of the shareholders.
Change of control provisions
The Company is not party to any significant agreements
that would take effect, alter or terminate following a
change of control of the Company.
The Company does not have agreements with any Director
or employee that would provide compensation for loss of
office or employment resulting from a change of control
on takeover, except that provisions of the Company’s share
schemes and plans may cause options and awards granted
to employees under such schemes and plans to vest on
a takeover.