National Grid 2008 Annual Report Download - page 615

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 55639
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-15.1, Doc: 16, Page: 91
Description: EXHIBIT 15.1
0/9287.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/287/9*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 55639
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-15.1, Doc: 16, Page: 91 Description: EXHIBIT 15.1
0/9287.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/287/9*
Table of Contents
Annual Report and Accounts 2007/08
99
Shares purchased on behalf of the Company by the
Employee Share Trusts (see note 36 to the consolidated
financial statements on page 169 of the accounts) are used
for employee share incentive plans.
In accordance with the terms of the return of cash to
shareholders, approved by shareholders in July 2005, on 28
September 2007 holders of B shares at that date received
new ordinary shares by the conversion of 41,988,387 B
shares into 3,705,193 new ordinary shares and subsequent
issue and allotment. Fractions of holdings were disregarded
and accordingly 202,514 B shares were deferred and
cancelled.
Following the conversion of the B shares and cancellation of
the fractions, the share capital of the Company now consists
of ordinary shares of 11
17
/
43
pence nominal value each and
American Depositary Shares only. The ordinary and
American Depositary Shares allow holders to receive
dividends and vote at general meetings of the Company.
Shares held in treasury are not entitled to vote or receive
dividends. There are no restrictions on the transfer or sale of
ordinary shares.
Some of the Company’s employee share plans include
restrictions on transfer of shares while the shares are subject
to the plan.
Where, under an employee share plan operated by the
Company, participants are the beneficial owners of the
shares but not the re
g
istered owner, the votin
g
ri
g
hts may be
exercised by the registered owner at the direction of the
participant.
Employees
National Grid continues to demonstrate how highly it values
its employees. Communication is a key theme both at a
corporate and business level. The Company wide publication
National Grid World provides employees with an overview of
performance and updates on relevant acquisitions, alon
g
side
material setting out the strategy and operating model for
National Grid. This publication is only one example of the
multiple communication channels, including the use of
various business specific intranets, which the Company has
established and continues to develop to ensure the timely
cascade of critical information to employees.
Feedback has been provided by employees in confidence
via a Company wide employee engagement survey
conducted in 2008. Over 86% of employees took part in the
process. Action plans will be developed by each of the
businesses to address their key priorities for improvement.
National Grid’s core values are respect, ownership, integrity
and working together. National Grid’s inclusion and diversity
vision is to develop and operate its business in a way that
results in a more inclusive and diverse culture. This supports
the attraction and retention of the best people, improves
effectiveness, delivers superior performance and enhances
the success of the Company. Employees are provided with
the opportunity to develop to their full potential regardless of
race, gender, nationality, age, disability, sexual orientation,
g
ender identity, reli
g
ion and back
g
round. For example, black
and minority ethnic groups now make up 12.3% of the
workforce.
Policy and practice on payment of
creditors
It is National Grid’s policy to include in contracts, or other
agreements, terms of payment with suppliers. Once agreed,
National Grid aims to abide by these payment terms.
The average creditor payment period at 31 March 2008 for
National Grid’s principal operations in the UK was 18 days
(19 days at 31 March 2007).
Audit information
Having made the requisite enquiries, so far as the Directors
in office at the date of the signing of this report are aware,
there is no relevant audit information of which the auditors
are unaware and each Director has taken all reasonable
steps to make themselves aware of any relevant audit
information and to establish that the auditors are aware of
that information.
Articles of Association
The Articles of Association set out the internal regulation of
the Company and cover such matters as the rights of
shareholders, the appointment or removal of Directors and
the conduct of the Board and general meetings. Copies are
available upon request and are displayed on the National
Grid website at www.nationalgrid.com. In accordance with
the Articles of Association, Directors can be appointed or
removed by the Board or shareholders in general meeting.
Amendments to the Articles of Association have to be
approved by at least 75% of those voting in person or by
proxy at a general meeting of the Company. Subject to
company law and the Articles of Association, the Directors
may exercise all the powers of the Company, and may
delegate authorities to Committees and day-to-day
management and decision making to individual Executive
Directors. Details of the main Board Committees can be
found on pages 90 to 93. A special resolution will be put to
the 2008 Annual General Meeting to adopt new Articles of
Association.
Material interests in shares
As at the date of this report, National Grid had been notified
of the following holdings in voting rights of 3% or more in the
issued share capital of the Company:
No further notifications have been received.
Annual General Meeting
National Grid’s 2008 AGM will be held on Monday 28
July 2008 at The International Convention Centre in
Birmingham. Details are set out in the Notice of AGM.
On behalf of the Board
Helen Mahy
Company Secretary & General Counsel
14 May 2008
National Grid plc, 1-3 Strand, London WC2N 5EH
Registered in England and Wales No. 4031152
% of voting rights
Le
g
al and General Investment Mana
g
ement Ltd 5.69
Fidelit
y
International Limited 3.06