National Grid 2015 Annual Report Download - page 180

Additional Information
General meetings
AGMs must be convened each year within six months of the
Company’s accounting reference date upon 21 clear days’
advance written notice. Any other general meeting may be
convened provided at least 14 clear days’ written notice is given,
subject to annual approval of shareholders. In certain limited
circumstances, the Company can convene a general meeting by
shorter notice. The notice must specify, among other things, the
nature of the business to be transacted, the place, the date and
thetime of themeeting.
Rights of non residents
There are no restrictions under National Grid’s Articles that would
limit the rights of persons not resident in the UK to vote in relation
toordinary shares.
Disclosure of interests
Under the Companies Act 2006, National Grid may, by written
notice, require a person whom it has reasonable cause to believe
tobe or to have been in the last three years interested in its shares
to provide additional information relating to that interest. Under
theArticles, failure to provide such information may result in a
shareholder losing their rights to attend, vote or exercise any
otherright in relation to shareholders’ meetings.
Under the UK Disclosure and Transparency Rules, there is also an
obligation on a person who acquires or ceases to have a notifiable
interest in shares in National Grid to notify the Company of that fact.
The disclosure threshold is 3% and disclosure is required each time
the person’s direct and indirect holdings reach, exceed or fall below
each 1% threshold thereafter.
The UK City Code on Takeovers and Mergers imposes strict
disclosure requirements with regard to dealings in the securities
ofan offeror or offeree company, and also on their respective
associates, during the course of an offer period. Other regulators
inthe UK, US and elsewhere may have, or assert, notification
orapproval rights over acquisitions or transfers of shares.
Board biographies
Sir Peter Gershon CBE FREng, Chairman
Appointment to the Board: 1 August 2011 as Deputy Chairman,
Chairman with effect from 1 January 2012
Committee membership: N (ch)
Previous appointments: Chairman of Premier Farnell plc, Chief
Executive of the Office of Government Commerce, Managing
Director of Marconi Electronic Systems and member of the UK
Defence Academy Advisory Board.
External appointments: Chairman of Tate & Lyle plc and the
Aircraft Carrier Alliance and member of The Sutton Trust Board.
Experience:
• Chairman
• Engineer
• Government
• Partnering/JV/contract
management
• City
• High tech industry
• US
• International
• General management
Steve Holliday FREng, Chief Executive
Appointment to the Board: October 2002, appointed to National
Grid Group plc on 30 March 2001, Chief Executive with effect from
January 2007
Committee membership: F
Previous appointments: Executive Director of British Borneo Oil
and Gas; he also spent 19 years within the Exxon Group, where
heheld senior positions in the international gas business and
managed major operational areas such as refining and shipping.
Most recently Chairman of UK Business Council for Sustainable
Energy, the Prince’s National Ambassador and Non-executive
Director of Marks and Spencer Group plc.
External appointments: Chairman of Crisis UK and of the Energy
and Efficiency Industrial Partnership, and Vice Chairman for
Business in the Community and of The Careers and Enterprise
Company.
Experience:
• Chief Executive
• Engineer
• Government/regulatory
• Partnering/JV/contract
management
• City
• Utilities – energy
• Customer
• Oil and gas
• US
• International
Andrew Bonfield, Finance Director
Appointment to the Board: 1 November 2010
Committee membership: F, S
Previous appointments: Chief Financial Officer at Cadbury plc
untilMarch 2010; he also spent five years as Executive Vice
President & Chief Financial Officer of Bristol-Myers Squibb
Company and has previous experience in the energy sector
asFinance Director of BG Group plc.
External appointments: Non-executive Director of Kingfisher plc.
Experience:
• Finance Director
• Accountant
• Government/regulatory
• Partnering/JV/contract
management
• City
• Utilities – energy
• Customer
• US
• International
Nora Mead Brownell, Non-executive Director
Appointment to the Board: 1 June 2012
Committee membership: N, R, S
Previous appointments: Commissioner of the Pennsylvania Public
Utility Commission from 1997 to 2001, Commissioner for the
Federal Energy Regulatory Commission from 2001 to 2006 and
former President of the National Association of Regulatory Utility
Commissioners. Board member of ONCOR Electric Delivery
Holding Company LLC and Comverge, Inc.
External appointments: Board member of Spectra Energy
Partners LP, Direct Energy Advisory Board and the Advisory Board
of Morgan Stanley Infrastructure Partners and partner in ESPY
Energy Solutions, LLC.
Experience:
• US Government/regulatory
• US utilities – energy
• FERC
• Various non-executive
directorships
• US
Shareholder information continued
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