Experian 2009 Annual Report Download - page 49

47Experian Annual Report 2009
Introduction 2 – 7
Governance Directors’ report Financial statements
73 – 148
Business review 8 –43 Business review 8 –43
on the occurrence of any of the events
listed in article 92 of the articles of
association of the Company. The
Company may, in accordance with the
provisions of the Companies (Jersey)
Law 1991, remove any director from
ofce and elect another person in
place of a director so removed.
Articles of association
The articles of association of the
Company may be amended by the
passing of a special resolution.
Restrictions on transfers of
shares and/or voting rights
The Company is not aware of any
agreements between shareholders
that may result in restrictions on
the transfer of securities and/or
voting rights and, apart from those
matters described below, there are no
restrictions on the transfer of ordinary
shares in the capital of the Company
and/or voting rights:
Certain restrictions on transfers
–
of shares may from time to time be
imposed by law, for example, insider
dealing regulations. In accordance
with the Listing Rules of the UK
Financial Services Authority, certain
employees are required to seek the
approval of the Company to deal in
its shares.
Some of Experian’s share based
–
employee incentive plans include
restrictions on transfer of shares while
the shares are subject to the plan.
A – s described in the report on
directors’ remuneration, non-
executive directors receive a
proportion of fees in shares which
may not normally be transferred
during a director’s period of ofce.
Where, under a share based
–
employee incentive plan operated
by Experian, participants are the
benecial owners of the shares but
not the registered owner, the voting
rights are normally exercised by the
registered owner at the direction of
the participant.
No member shall, unless the
–
directors otherwise determine, be
entitled in respect of any share held
Corporation with a call right to
purchase the Group’s interest in
FARES in the event of a change of
control of the Company.
Details of provisions relating to
–
a change of control in directors’
service contracts are described
in the report on directors’
remuneration.
All of Experian’s share based
–
employee incentive plans contain
provisions relating to a change of
control. Outstanding awards and
options would normally vest and
become exercisable on a change of
control, subject to the satisfaction
of any performance conditions at
that time.
The Group is party to a limited
–
number of operational arrangements
which can be terminated or
altered upon a change of control
of the Company, but these are
not considered to be individually
signicant to the business of the
Group as a whole or, in certain
cases, it is considered that their
disclosure would be seriously
prejudicial to the Company.
Contractual arrangements
The licences granted to Group
companies by governmental entities
in respect of the operation of its
credit bureaux in key jurisdictions are
essential to the Group’s business. The
Group also has several key agreements
with its technology and data providers.
Although the Group has numerous
other third party contractual
arrangements, none of these is
considered essential to its business.
Appointment and removal
of directors
Both the Company by ordinary
resolution and the directors may elect
any person to be a director, but the
number of directors shall not exceed
the maximum number (if any) xed
by the articles of association of the
Company. Any person appointed by
the directors shall only hold ofce until
the next annual general meeting and
shall then be eligible for election. The
ofce of a director shall be vacated
Share capital
Details of the authorised and issued
share capital of the Company and
changes to the Company’s share
capital during the year ended 31
March 2009 are set out in note K to the
Company’s nancial statements. The
rights and obligations attaching to the
ordinary and deferred shares are set
out in the articles of association of
the Company, a copy of which can be
obtained on request from the Company
Secretary.
The Company has a Level 1 American
Depositary Receipt (‘ADR’) programme
in the USA for which the Bank of New
York Mellon acts as depositary. The
ADRs are traded on the US over-the-
counter market, where each ADR
represents one Experian plc ordinary
share. Further details are given in the
shareholder information section of the
annual report.
Signicant agreements –
change of control
There are a number of agreements
to which the Group is party that take
effect, alter or terminate, or have the
potential to do so, upon a change of
control of the Company following a
takeover bid. Details of the agreements
of this nature are as follows:
The Group’s banking facilities
–
contain provisions which, in the
event of a change of control of
the Company, could result in a
renegotiation or withdrawal of
such facilities.
The £203m 6.375% Eurobonds
–
due 2009 and the £334m 5.625%
Euronotes due 2013, issued by the
Group, provide that holders may
require repayment of the respective
bonds or notes in the event that a
rating agency re-rates the bonds or
notes to below investment grade
following a change of control of
the Company.
The Group is party to a joint venture
–
with The First American Corporation
(FARES), pursuant to which the
Group holds a 20% interest in
FARES. The joint venture agreement
provides The First American