National Grid 2008 Annual Report Download - page 16

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 57327
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: 20-F, Doc: 1, Page: 10
9/5010.00.00.00Y59930BNY
[A/E] EDGAR 2 *Y59930/010/5*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 57327
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: 20-F, Doc: 1, Page: 10
9/5010.00.00.00Y59930BNY
[A/E] EDGAR 2 *Y59930/010/5*
Table of Contents
The Articles grant National Grid a broad range of corporate powers to effect these objectives.
Directors
Under the Articles, a Director must disclose any personal interest in a contract and may not vote in respect of
that contract, subject to certain limited exceptions.
The compensation awarded to the Executive Directors is decided by the Remuneration Committee, which
consists entirely of Non-executive Directors. The fees of the Non-executive Directors are determined by the
Executive Directors with the guidance of the Chairman and after taking appropriate external advice.
The Directors are empowered to exercise all the powers of National Grid to borrow money, subject to the
limitation that the aggregate principal amount outstanding of all borrowings shall not exceed £30 billion.
There is no specific requirement for a director to retire when he/she reaches the age of 70. However, upon
appointment or reappointment, the age of a person aged 70 or over must be declared in the notice convening the
relevant shareholder meeting.
A Director is not required to hold shares of National Grid in order to qualify as a Director.
Rights, Preferences and Restrictions
National Grid may not pay any dividend otherwise than out of profits available for distribution under the
Companies Act and the other applicable provisions of English law. In addition, as a public company, National Grid
may make a distribution only if and to the extent that, at the time of the distribution, the amount of its net assets is not
less than the aggregate of its called-up share capital and undistributable reserves (as defined in the Companies Act).
Subject to the foregoing, National Grid may, by ordinary resolution, declare dividends in accordance with the
respective rights of the shareholders but not exceeding the amount recommended by the Board of Directors. The
Board of Directors may pay interim dividends if the Board of Directors considers that National Grid’s financial
position justifies the payment.
Except insofar as the rights attaching to any share otherwise provide, all dividends will be apportioned and paid
proportionately to the amounts paid up (otherwise than in advance of calls) on the shares.
All dividends or other sums payable unclaimed for one year after having been declared may be invested or
otherwise made use of by the Board of Directors for the benefit of National Grid until claimed. Any dividend or
interest unclaimed for 12 years from the date when it was declared or became due for payment may be forfeited and
revert to National Grid.
Subject to any rights or restrictions attached to any shares and to any other provisions of the Articles, at any
general meeting on a show of hands every shareholder who is present in person will have one vote and on a poll
every shareholder will have one vote for every share which he holds. On a poll, shareholders may cast votes either
personally or by proxy and a proxy need not be a shareholder. Under the Articles all resolutions must be decided on a
poll, other than those of a procedural nature.
Directors must stand for reappointment at the first Annual General Meeting following their appointment to the
Board. Each Director must retire at least every three years but will be eligible for re-election.
In a winding-up, a liquidator may, with the sanction of a special resolution of National Grid and any other
sanction required by applicable provisions of English law, (a) divide among the shareholders the whole or any part of
National Grid’s assets (whether the assets are of the same kind or not) and may for this purpose value any assets and
determine how the division should be carried out as between different shareholders or different classes of
shareholders or otherwise as the resolution may provide, or (b) vest the whole or any part of the assets in trustees
upon such trusts for the benefit of the shareholders as the liquidator, with the sanction of a special resolution,
determines, but in neither case will a shareholder be compelled to accept assets upon which there is a liability.
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• carrying on any other activity supplemental to the foregoing or capable of enhancing the Company’s
profitability.