Experian 2015 Annual Report Download - page 106

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 the matters described below,
there are no restrictions on the transfer
of the Company’s ordinary shares 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 UK
Financial Conduct Authority’s Listing
Rules, directors are required to seek
the Company’s approval to deal in its
shares. Certain employees are also
required to seek approval to deal in
the Company’s 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 their
fees in shares, until the value of their
shareholding equals 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 carry no voting rights while
they are held in treasury.
• The deferred shares in the Company
carry no voting rights.
• Unless the directors determine
otherwise, no member is entitled, in
respect of any share held by him or her,
to vote either personally or by proxy at
a shareholders’ meeting, or to exercise
any other member’s right in relation to
shareholders’ meetings, if any call or
other sum presently payable by him or
her to the Company in respect of that
share remains unpaid.
• Unless the directors determine
otherwise, no member is entitled to
vote either personally or by proxy at a
shareholders’ meeting, or to exercise
any other member’s right in relation
to shareholders’ meetings, if within
the prescribed period after being duly
served with a notice pursuant to the
Company’s articles of association, he or
she fails to provide the Company with
the required information concerning
interests in those shares.
• In accordance with the Company’s
articles of association and except 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 their
holder(s) the right to receive notice
of, attend or vote at the Company’s
general meetings.
Details of deadlines in respect of voting
for the 2015 AGM 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 was given at the
AGM held on 15 July 2014. It permits the
Company to purchase 99,368,656 of its
own shares in the market.
On 29 January 2015, the Company
announced the commencement of a
US$600m share repurchase programme,
to be carried out pursuant to and in
accordance with the authority conferred
by the Company’s shareholders at the
2014 AGM.
During the year ended 31 March 2015,
the Company purchased 9,865,311 of its
own shares, at a cost of US$170m (with
4,100,000 shares purchased before the
2014 AGM). All shares purchased will
initially be retained as treasury shares.
No shares have been purchased by
the Company since 31 March 2015. On
27 May 2014, 2,168,198 ordinary shares
in the Company were transferred from
treasury to RBC cees Trustee Limited, the
administrator of Experian’s share plans,
for nil consideration, to be used to meet
obligations under employee share plans.
As at the date of approval of this Annual
Report, (1) the Company holds 46,233,732
(2014: 38,536,619) of its own shares as
treasury shares, and (2) the Company had
an unexpired authority to purchase up to
93,603,345 of its own shares.
Details of the new authority being
requested at the 2015 AGM are contained
in the circular to shareholders, which
accompanies this Annual Report and 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 M to the
Company financial statements.
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104 Directors’ report
Directors’ report continued
•Governance