Experian 2012 Annual Report Download - page 86

84 Experian Annual Report 2012 Governance
Directors’ report continued
ADR programme
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 highest tier of the US over-the-
counter market, OTCQX, where each ADR
represents one Experian plc ordinary share.
Further details are given in the shareholder
information section.
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, 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 until
their shareholding reaches one times their
annual fee. These shares may not normally
be transferred during their period of office.
•Where, under a share-based employee
incentive plan operated by Experian,
participants are the beneficial 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.
•Shares held in treasury carry no voting
rights for as long as they are held as
treasury shares.
•The deferred shares in the Company carry
no voting rights.
•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.
•No member shall, unless the directors
otherwise determine, be entitled 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 he/she
fails within the prescribed period to provide
the Company with information concerning
interests in those shares required to
be provided after being duly served
with a notice pursuant to the articles of
association of the Company.
•In accordance with the articles of
association of the Company and save
for certain limited circumstances, if
the number of shares in the Company
beneficially owned by residents of the USA
exceeds a defined permitted maximum
and the directors give notice to the
holder(s) of such shares, such shares shall
not confer on the holder(s) thereof the
right to receive notice of, attend or vote at
general meetings of the Company.
•Details of deadlines in respect of voting
for the 2012 annual general meeting are
contained in the notice of meeting that
has been circulated to shareholders
and which can also be viewed at the
Company’s website.
Own shares
The existing authority for the Company to
purchase its own shares, which expires at
the end of this year’s annual general meeting,
was given at the annual general meeting held
on 20 July 2011 and permitted the Company
to purchase, in the market, 99,713,610 of its
own shares. The Company did not utilise this
authority during the year under review, or up
to the date of approval of this annual report.
At the date of approval of this annual report,
the Company holds 23,995,602 of its own
shares as treasury shares.
Details of the new authority being requested
at the 2012 annual general meeting are
contained in the circular to shareholders,
which accompanies this annual report or is
available on the Company’s website at
www.experianplc.com.
Details of the shares in the Company
purchased by and held under The Experian
plc Employee Share Trust and the Experian
UK Approved All Employee Share Plan are
set out in note O to the parent company’s
financial statements.
Significant 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, the
£400m 4.75% Euronotes due 2018 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 significant 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 in directors’ service
contracts relating to a change of control of
the Company are described in the report
on directors’ remuneration.