Annual Report and Accounts 2006
Directors
Names of our Directors, together with biographical details
At the Annual General Meeting to be held on 24 May 2007, Sir John Sunderland, David Thompson and Rosemary Thorne will retire by rotation in accordance with Article 90 of the Articles of Association, and, being eligible, will each offer themselves for re-appointment. David Thompson has been on the Board for more than nine years, and under the Combined Code (A.7.2) a Director is subject to annual re-election in these circumstances. Rick Braddock also retires by rotation but is not offering himself for re-election. Accordingly, he will cease to be a Director at the conclusion of the meeting.
Sanjiv Ahuja and Raymond Viault will also retire and offer themselves for re-appointment in accordance with Article 89 of the Articles of Association, having been appointed as independent non-executive Directors since the last Annual General Meeting on 19 May 2006 and 1 September 2006 respectively.
The explanatory notes to the Notice of Meeting set out why the Board believes that these Directors should be re-elected.
The Directors recommend a final dividend of 9.9 pence per ordinary share (2005: 9.0p) to be paid on 25 May 2007 to ordinary shareowners on the register as at 27 April 2007.
An interim dividend of 4.1 pence was paid on 20 October 2006, which makes a total of 14.0 pence per ordinary share for the period (2005: 13.0p).
Directors' responsibilities
Statement of Directors' responsibilities in relation to the financial statementsStatement by the auditors on corporate governance matters
Directors' share interests
The interests in the share capital of the Company of Directors holding office during the period at the beginning of the period, 2 January 2006 (or date of appointment if later), and the end of the period, 31 December 2006, are detailed in the Directors' remuneration report.
Directors' indemnities
Since February 2005, we have granted indemnities to each of the Directors, two members of our senior management and the Group Secretary to the extent permitted by law. These indemnities are uncapped in amount, in relation to certain losses and liabilities which they may incur to third parties in the course of acting as directors (or Company Secretary as the case may be) or employees of the Company or of one or more of its subsidiaries or associates.