Peachtree 2012 Annual Report Download - page 64

Appointment and replacement of directors
Directors shall be no less than two and no more than 15 in number. Directors
may be appointed by the Company by ordinary resolution or by the Board. A
director appointed by the Board holds ofce only until the next Annual General
Meeting and is then eligible for election by the shareholders. The Board may
from time to time appoint one or more directors to hold employment or executive
ofce for such period (subject to the Companies Act 2006) and on such terms as
they may determine and may revoke or terminate any such appointment.
Under the Articles, at every Annual General Meeting of the Company, every
director shall retire from ofce (but shall be eligible for election or re-election
by the shareholders). The Company may by special resolution (or by ordinary
resolution of which special notice has been given) remove and the Board by
unanimous decision may remove any director before the expiration of his or her
term of ofce. The ofce of director shall be vacated if: (i) he or she resigns;
(ii) he or she has become physically or mentally incapable of acting as a
director and may remain so for more than three months, or by reason of his
or her mental health a court has made an order that prevents the director from
acting and, in either case, the Board resolves that his or her ofce is vacated;
(iii) he or she is absent without permission of the Board from meetings of the
Board for six consecutive months and the Board resolves that his or her ofce
is vacated; (iv) he or she becomes bankrupt or compounds with his or her
creditors generally; (v) he or she is prohibited by law from being a director; or
(vi) he or she is removed from ofce pursuant to the Articles.
Powers of the directors
The business of the Company will be managed by the Board who may exercise
all the powers of the Company, subject to the provisions of the Company’s
Articles of Association, the Companies Act 2006 and any ordinary resolution
of the Company.
Shares held in the Employee Benefit Trust
The trustee of The Sage Group plc Employee Benet Trust (“EBT”) has agreed
not to vote any shares held in the EBT at any general meeting. If any offer is
made to shareholders to acquire their shares the trustee will not be obliged to
accept or reject the offer in respect of any shares which are at that time subject
to subsisting awards, but will have regard to the interests of the award holders
and will have power to consult them to obtain their views on the offer. Subject to
the above the trustee may take the action with respect to the offer it thinksfair.
Significant agreements
The following signicant agreements contain provisions entitling the
counterparties to exercise termination or other rights in the event of a change
of control of the Company:
Under a dual tranche US$271,000,000 and €214,000,000 ve year multi-
currency revolving credit facility agreement dated 24 August 2010 between,
amongst others, the Company and Lloyds Banking Group plc (as facility
agent), on a change of control, if any individual lender so requires and after
having consulted with the Company in good faith for not less than 30 days
following the change of control, the facility agent shall, by not less than 10
business days’ notice to the Company, cancel the commitment of that lender
and declare the participation of that lender in all outstanding loans, together
with accrued interest and all other amounts accrued under the nance
documents, immediately due and payable, whereupon the commitment of that
lender will be cancelled and all such outstanding amounts will become
immediately due and payable.
Under a note purchase agreement dated 11 March 2010 relating to
US$200,000,000 senior notes, Series A, due 11 March 2015, US$50,000,000
senior notes, Series B, due 11 March 2016 and US$50,000,000 senior notes,
Series C, due 11 March 2017 between the Company and the note holders, on
a change of control, the Company will not take any action that consummates
or nalises a change of control unless at least 15 business days prior to such
action it shall have given to each holder of notes written notice containing and
constituting an offer to prepay all notes on a date specied in such offer which
shall be a business day occurring subsequent to the effective date of the
change of control which is not less than 30 days or more than 60 days after
the date of the notice of prepayments. Where a holder of notes accepts the
offer to prepay, the prepayment shall be 100% of the principal amount of the
notes together with accrued and unpaid interest thereon and shall be made
on the proposed prepayment date. No prepayment under a change of control
shall include any premium of any kind.
Under the terms of both agreements, a “change of control” occurs if any
person or group of persons acting in concert gains control of the Company.
Statement of directors’ responsibilities
The directors are responsible for preparing the Annual Report, the
Remuneration report and the Group and parent Company nancial statements
in accordance with applicable law and regulations.
Company law requires the directors to prepare nancial statements for each
nancial year. Under that law the directors have prepared the Group nancial
statements in accordance with International Financial Reporting Standards
(“IFRSs”) as adopted by the European Union (“EU”) and the parent Company
nancial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable
law). Under company law the directors must not approve the nancial
statements unless they are satised that they give a true and fair view of the
state of affairs of the Company and the Group and of the prot or loss of the
Group for that period.
In preparing these nancial statements the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether IFRSs as adopted by the EU, and applicable UK Accounting
Standards have been followed, subject to any material departures
disclosed and explained in the Group and parent Company nancial
statements respectively; and
• prepare the nancial statements on the going concern basis, unless it is
inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the nancial position of the
Company and the Group and to enable them to ensure that the nancial
statements and the directors’ remuneration report comply with the Companies
Act 2006 and, as regards the Group nancial statements, Article 4 of the IAS
Regulation. They are also responsible for safeguarding the assets of the
Company and the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Each of the directors, whose names and functions are listed in the Board of
directors on pages 50 and 51, conrms that, to the best of their knowledge:
• the Group nancial statements, which have been prepared in accordance
with IFRSs as adopted by the EU, give a true and fair view of the assets,
liabilities, nancial position and prot of the Group; and
• the Directors’ report includes a fair review of the development and
performance of the business and the position of the Group, together with
a description of the principal risks and uncertainties that it faces.
Each of the persons who is a director at the time of this report conrms that:
• so far as the director is aware, there is no relevant audit information of
which the Company’s auditors are unaware; and
• the director has taken all the steps that he or she ought to have taken
as a director in order to make himself/herself aware of any relevant audit
information and to establish that the Company’s auditors are aware of that
information.
This conrmation is given and should be interpreted in accordance with the
provisions of section 418 of the Companies Act 2006.
Directors’ report continued
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