Experian 2010 Annual Report Download - page 57

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Introduction 2 – 11
Business review 12 – 51
Financial statements 85 – 160
Governance 52 – 84
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 2010
are set out in note K to the Company’s
nancial statements. The rights and
obligations attaching to the ordinary
and deferred shares are also set out in
note K and the articles of association
of the Company, a copy of which can be
obtained from the Experian website at
www.experianplc.com.
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:
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 £334m 5.625% Euronotes due –
2013 and the €500m 4.75% Euronotes
due 2020, issued by the Group,
provide that holders may require
repayment of the notes in the event
that a rating agency re-rates the
notes to below investment grade
following a change of control of the
Company.
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.
The provisions relating to a change –
of control in directors’ service
contracts are described in the report
on directors’ remuneration.
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 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 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,
directors and 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.
As described in the report on –
directors’ remuneration, non-
executive directors receive a
proportion of fees in shares which
may not normally be transferred
during their 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 participants.
No member shall, unless the –
directors otherwise determine, be
entitled in respect of any share held
by him/her to vote either personally
or by proxy at a shareholders’
meeting or to exercise any other
right conferred by membership in
relation to shareholders’ meetings
if any call or other sum presently
payable by him/her to the Company
in respect of that share remains
unpaid.
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