Holiday Inn 2013 Annual Report Download - page 172

On a poll, every shareholder who is present in person or by proxy
has one vote for every share held by that shareholder. A poll may
be demanded by any of the following:
• the chairman of the meeting;
• at least five shareholders present in person or by proxy and
entitled to vote at the meeting;
• any shareholder or shareholders present in person or by proxy
representing in the aggregate not less than one-tenth of the total
voting rights of all shareholders entitled to vote at the meeting; or
• any shareholder or shareholders present in person or by proxy
holding shares conferring a right to vote at the meeting and on
which there have been paid up sums in the aggregate at least
equal to one-tenth of the total sum paid up on all the shares
conferring thatright.
A proxy form will be treated as giving the proxy the authority to
demand a poll, or to join others in demanding one.
The necessary quorum for a general meeting is three persons
carrying a right to vote upon the business to be transacted,
whether present in person or by proxy.
Matters are transacted at general meetings of the Company by the
proposing and passing of resolutions, of which there are two kinds:
• an ordinary resolution, which includes resolutions for the
election of Directors, the approval of financial statements,
the cumulative annual payment of dividends, the appointment
of the auditor, the increase of authorised share capital or the
grant of authority to allot shares; and
• a special resolution, which includes resolutions amending the
Articles, disapplying statutory pre-emption rights, modifying the
rights of any class of the Company’s shares at a meeting of the
holders of such class or relating to certain matters concerning
the Company’s winding up or changing the Company’s name.
An ordinary resolution requires the affirmative vote of a majority of
the votes of those persons present and entitled to vote at a meeting
at which there is a quorum.
Special resolutions require the affirmative vote of not less than
three quarters of the persons present and entitled to vote at a
meeting at which there is a quorum.
AGMs must be convened upon advance written notice of 21 days.
Subject to law, other meetings must be convened upon advance
written notice of 14days. The days of delivery or receipt of the
notice are not included. The notice must specify the nature of the
business to be transacted. The Board of Directors may, if they
choose, make arrangements for shareholders who are unable
to attend the place of the meeting to participate at other places.
The Articles specify that each Director shall retire every three
years at the AGM and, unless otherwise decided by the Directors,
shall be eligible for re-election. However, the Code recommends
that all directors of FTSE 350 companies submit themselves for
election or re-election (as appropriate) by shareholders every year.
Therefore, all Directors will retire and offerthemselves for election
or re-election at the 2014 AGM.
Variation of rights
If, at any time, the Company’s share capital is divided into different
classes of shares, the rights attached to any class may be varied,
subject to the provisions of the Companies Act, with the consent in
writing of holders of three-fourths in nominal value of the issued
shares of that class or upon the adoption of a special resolution
passed at a separate meeting of the holders of the shares of that
class. At every such separate meeting, all of the provisions of the
Articles relating to proceedings at a general meeting apply, except
that the quorum is to be the number of persons (which must be two
or more) who hold or represent by proxy not less than one-third in
nominal value of the issued shares of that class.
Rights in a winding-up
Except as the Company’s shareholders have agreed or may
otherwise agree, upon the Company’s winding up, the balance of
assets available for distribution:
• after the payment of all creditors including certain preferential
creditors, whether statutorily preferred creditors or normal
creditors; and
• subject to any special rights attaching to any class of shares,
is to be distributed among the holders of ordinary shares
accordingto the amounts paid up on the shares held by them.
Thisdistribution is generally to be made in cash. A liquidator
may,however, upon the adoption of a special resolution of the
shareholders, divide among the shareholders the whole or any
partof the Company’s assets in kind.
Limitations on voting and shareholding
There are no limitations imposed by English law or the Articles
on the right of non-residents or foreign persons to hold or vote
the Company’s ordinary shares or ADSs, other than the limitations
that would generally apply to all of the Company’s shareholders.
Working Time Regulations 1998
Under EU law, many employees of Group companies are now
covered by the Working Time Regulations which came into force
inthe UK on 1 October 1998. These regulations implemented the
European Working Time Directive and parts of theYoung Workers
Directive, and lay down rights and protections for employees in
areas such as maximum working hours, minimumrest time,
minimum days off and paid leave.
In the UK, there is in place a national minimum wage under the
National Minimum Wage Act. At 31 December 2013, the minimum
wage for individuals between 18 and under the age of 21 was
£5.03 per hour and £6.31 per hour for individuals age 21 and
above (in each case, excluding apprentices aged under 19 years or,
otherwise, in the first year of their apprenticeships). This particularly
impacts businesses in the hospitality and retailing sectors.
Compliance with the National Minimum Wage Act is being monitored
by the Low Pay Commission, an independent statutory body
established by the UK Government.
Less than five per cent of the Group’s UK employees are covered
by collective bargaining agreements with trade unions.
Continual attention is paid to the external market in order to ensure
that terms of employment are appropriate. The Group believes the
Group companies will be able to conduct their relationships with
trade unions and employees in a satisfactory manner.
Material contracts
The following contracts have been entered into otherwise than in
the course of ordinary business by members of the Group either:
(i) in the two years immediately preceding the date of this document
in the case of contracts which are or may be material; or (ii) which
contain provisions under which any Group member has any
obligation or entitlement which is material to the Group as at the
date of this document. To the extent that these agreements include
representations, warranties and indemnities, such provisions are
considered standard in an agreement of that nature, save to the
extent identified below.
170 IHG Annual Report and Form 20-F 2013
Group information continued