EasyJet 2015 Annual Report Download - page 86

82 easyJet plc Annual report and accounts 2015
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 2015 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 17 to the accounts on
page 108.
On 30 September 2015 there was a single class of 397,208,133
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 acquire and hold shares in the Company
for the benefit of employees, including in connection with the
easyJet Long Term Incentive Plan, the International Share
Incentive Plan and Sharesave plans, 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 party to a Revolving Credit Facility (RCF) which
contains change of control provisions. The effect of a change of
control would be that unless otherwise agreed by the Company
and the agent of the lenders:
• a lender would not be obliged to fund a utilisation of
the facility;
• the commitment of the lenders would be cancelled; and
• all amounts accrued would become immediately due
and payable.