Accountability

Appointments to the Board

The Company’s Articles set out clear powers of removal, appointment, election and re-election of directors. A director may be removed either by a unanimous resolution of fellow directors or by an ordinary resolution of the Company in general meeting. As regards appointments, the Board may appoint additional directors at any time but such appointees must, if they wish to continue, be elected by shareholders by an ordinary resolution at the AGM following their appointment. The Articles also provide that no term of office may exceed the period between election or re-election by shareholders and the AGM in the third year following such election or re-election. In certain circumstances, in accordance with the Combined Code, directors are proposed for election for shorter periods.

Re-election to the Board

The Articles of Association of the Company provide that, following a director’s election by shareholders at the Annual General Meeting immediately following his or her initial appointment by the Board, each director’s term of office before being required to submit himself or herself to shareholders for re-election is three years. If an NED has served on the Board for nine years or more, this is shortened to one year.

Procedure at Annual General Meeting

Amendments to the Articles may only be made by special resolution at a general meeting of shareholders of the Company, usually the AGM. In order for a special resolution to be passed, it must be approved by 75% or more of the shares voted on the resolution, either in person or by proxy.