Corporate Social Responsibility Report
The Group’s report on social, environmental and ethical matters
is shown in the Corporate social responsibility report. The Group has policies in respect
of the following key areas: risk and fraud, employment
(including employees and employee communication),
whistleblowing, environment, human rights, community impact
and involvement, relationships with suppliers, customers and
other stakeholders.
Donations
In 2004, charitable donations were made by the Charity
Committee from its account with the Charities Aid Foundation
totalling £3,700 (2003: £7,000). Following the tsunami disaster
in December 2004, the Group has offered equipment from its
range of Drake air traffic control VCS intercom systems to assist
in the aid effort to re-establish affected airports. No donations
were made to any political party. For further information on
donations refer to the section on Community Impact and
Involvement set out in the Corporate Social Responsibility Report
on pages 29 to 32.
Annual General Meeting
The Annual General Meeting for 2005 will be held on 18 May
2005 at the offices of Financial Dynamics, Holborn Gate, 26
Southampton Buildings, London WC2A 1PB. The notice of
meeting and a proxy card are enclosed.
The Company will again be making use of the electronic voting
facility provided by its registrars, Capita Registrars. The facility
has now been extended to include CREST voting for members
holding their shares in uncertificated form. For further
information please refer to the section in Online Services and
Electronic Voting set out on the Shareholder information and Financial calendar page.
The business of the Annual General Meeting will include the
consideration by shareholders of the report and accounts for the
year ended 31 December 2004, the Remuneration Report, the
proposed dividend, election of a director, re-election of two
directors, the re-election of the auditors and the following further
items of business.
A resolution to revise the Company’s Articles of Association to
reflect the changes in the law affecting the capacity of a
company to provide indemnities to its directors. The changes to
the Articles are set out in the notice of meeting.
Resolutions to approve two new share incentive plans. Further
details are set out in the Remuneration Report and in the notice
of meeting.
A resolution renewing the directors’ authority to allot shares for
cash, as if the pre-emption provisions of Section 89 of the
Companies Act 1985 did not apply, is set out in the notice of
meeting. The first part of the resolution deals with the allotment
of shares for cash under a rights issue, giving power to make
adjustments to deal with overseas shareholders, fractions of
shares and similar matters. The second part renews the power of
the directors to allot shares for cash, limited to 5% of the issued
share capital at 7 March 2005. The authority will expire at the
end of the Company’s next Annual General Meeting or, if earlier,
on 18 August 2006.
Your directors have no present intention of issuing or granting
rights over the unissued share capital, except in relation to the
Company’s adopted employee share incentive arrangements
and no share issue will be made which will effectively alter the
control of the Company without prior approval of the
shareholders in general meeting.
Any shares held in treasury and used by the Company for the
purposes of or pursuant to the employee share schemes
operated by the Company will, so long as required under
institutional guidelines, count towards the limits on the number
of new shares that may be issued under the rules of such
employee share schemes.
A resolution for a general authority for the Company to make
market purchases of its own shares was first passed at the
1998 Annual General Meeting and has been renewed by
shareholders at subsequent annual general meetings. The
directors believe it is desirable to have the power to make
market purchases in the event of suitable opportunities arising.
Accordingly, a resolution to again renew the authority will be
proposed at the Annual General Meeting. The authority to
purchase shares would only be exercised if there was a resultant
increase in earnings per share, and it would be in the best
interests of the Company. Should the directors exercise such
authority, any shares so purchased may be placed in treasury in
accordance with The Companies (Acquisition of Own
Shares)(Treasury Shares) Regulations 2003, as amended and
subsequently cancelled or transferred to satisfy awards arising
under the Company’s employee share schemes or issued for
cash as provided for by the Regulations.
The Chairmen of the Board and of its Committees will be in
attendance at the Annual General Meeting to answer questions
from shareholders.
Auditors
The auditors, KPMG Audit Plc, are willing to continue in office.
A resolution will be put to the Annual General Meeting to reappoint
the auditors and to authorise the Board to agree their
remuneration.
By order of the Board
Roland Peate
Secretary
7 March 2005