Report of the directors

Directors /

The names of the directors at the date of this report and their biographical details are given in the Board of directors.

Changes to the Board during the year were as follows:
Robert Philpott was appointed on 18 March 2010.
Harold Mitchell was appointed on 15 December 2010.

The interests of the directors in the shares and share incentives of the Company are shown in the Remuneration report.

Re-election of directors /

In accordance with the Articles of Association and in compliance with the 2008 Combined Code on Corporate Governance Harold Mitchell will offer himself for election at the forthcoming Annual General Meeting. In addition Lorraine Trainer and Robert Philpott will retire and, being eligible, will offer themselves for re-election at the Annual General Meeting. The FRC’s new UK Corporate Governance Code provides for the annual re-election of all directors, however in this transitional year the Company has chosen not to implement the new provision.

Details of all the directors’ service agreements, including notice periods, are given in the Remuneration report.

Directors’ indemnities /

A qualifying third party indemnity (“QTPI”), as permitted by the Articles of Association and sections 232 and 234 of the Companies Act 2006, has been (or will shortly be) granted by the Company to each of its directors. Under the QTPIs the Company undertakes to indemnify each director against liability to third parties (excluding criminal and regulatory penalties) and to pay directors’ costs as incurred, provided that they are reimbursed to the Company if the director is convicted or, in an action that is brought by the Company, judgement is given against the director. Directors resigning from the Board continue to have the benefit of the QTPI for potential liability to third parties that occurred prior to their resignation.

Substantial shareholdings /

At 16 March 2011 the Company had been notified of the following interests of 3% or more in its ordinary shares, in accordance with chapter five of the Disclosure and Transparency Rules, or understood such interests to exist as a result of enquiries made on its behalf:

Shareholder Number of shares %
Bolloré Group 340,911,920 26.52
Mitchell family 53,860,548 4.18
Norges Bank 52,160,955 4.06
Legal & General Group 46,599,726 3.62
Standard Life 43,444,540 3.37

Share capital /

Details of the authorised and issued share capital, together with details of movements in the Company’s issued share capital during the year, are shown in Note 22 to the financial statements.

The Company has one class of share capital that is divided into ordinary shares of 5p each and that carry no right to fixed income. Each ordinary share carries the right to one vote at general meetings of the Company.

There are no specific restrictions on the size of a shareholding, the transfer of shares or voting rights, which are governed by the general provisions of the Articles of Association and prevailing legislation. The directors are not aware of any agreements between shareholders that may result in restrictions on the transfer of shares or on voting rights, although the Company has entered into an agreement with Harold Mitchell restricting his ability to sell shares in the Company prior to November 2012, as described more fully in Note 32.

The trustees of the Aegis Group Employee Share Trust (the “Trust”) have agreed to waive any right to all or any future dividend payments on shares held within the Trust except in certain limited circumstances, none of which are currently applicable.

Details of the shares held are set out in Note 23 to the financial statements. The trustees of the Trust may vote or abstain from voting on shares held in the Trust in any way they think fit and in doing so may take into account both financial and non-financial interests of the beneficiaries of the Trust.

No person has any special rights of control over the Company’s share capital and all issued shares are fully paid.

The directors are authorised to allot unissued shares in the Company up to a maximum nominal amount of £15,780,461. On 17 November 2010 the Company issued 116,672,515 ordinary shares with a nominal amount of approximately £5,833,626, representing approximately 9.99% of the issued share capital of the Company immediately prior to such issue, to accepting shareholders in Mitchell Communication Group Pty Limited, on the acquisition of that company by the Aegis group (further details of which are given in Note 25). No other shares have been issued or allotted under the authority held by the directors, nor is there any current intention to do so, save for shares issued to satisfy existing obligations. This authority is valid until the date of the forthcoming Annual General Meeting at which time a resolution will be proposed to renew the authority as detailed in the accompanying circular.

The Company has not purchased, or created any charges over, its own shares in the year ended 31 December 2010. The Company has not had the authority to allot shares without regard to the pre-emption provisions of the Companies Acts or to purchase its own shares since the 2008 Annual General Meeting.

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