EasyJet 2015 Annual Report Download - page 85

Strategic report Governance Accounts
81
www.easyJet.com
Directors’ report
The Annual report and accounts have been drawn up and
presented in accordance with UK 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 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, resulting in a dividend
of £219 million or 55.2 pence per share. The ordinary dividend
is subject to shareholder approval at the Company’s Annual
General Meeting to be held on 11 February 2016.
tment 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.
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 2015 Annual General Meeting:
• authority to allot equity securities with a nominal value of
up to approximately 10% of its issued share capital;
• authority to allot equity securities, without first offering them
to existing shareholders in proportion to their holdings, with
a nominal value of up to approximately 5% 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 12 May 2016, or at the
conclusion of the Annual General Meeting in 2016, whichever is
the earlier. The Directors will seek to renew the authorities at the
Annual General Meeting in 2016. As at 13 November 2015, none
of these authorities had been exercised.
During the 2015 financial year, 350,998 ordinary shares in the
Company were issued for cash to satisfy the exercise of options
granted under the Company’s Discretionary Share Option
Scheme before it lapsed in December 2014 (see note 18 to the
accounts). However, these do not count against the allotment
authority granted by shareholders in accordance with the
Companies Act 2006.
The Directors present the Directors’ report, together with the
audited accounts for the year ended 30 September 2015. The
Directors’ report comprises pages 81 to 84, and the sections of
the annual report incorporated by reference are set out below:
d during
2015 financial year
See pages
47 to 49
Financial instruments and
financial risk management
See pages
111 to 115
Greenhouse gas emissions See pages
40 to 41
Corporate governance report See pages
46 to 63
Future developments of the business
of the Group
See page
15
Employee equality and diversity See pages
35 to 36
Employee involvement See pages
32 to 34
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 117 (note 26 to the accounts).