Corporate Governance - Disclosure Requirements
Proxy Voting Results from our AGM on 9th May 2008
The total number of shares in issue at time of voting was 743,435,406. Total number of shares voted was 409,981,625. The results for each resolution were as follows:
RESOLUTION 1:
The first resolution is to receive and consider the Directors' Report, the Financial Statements and the Independent Auditors' Report for the year ended 31st December 2007.
Votes received in favour of the resolution: 409,981,225
Votes received against the resolution: 400
RESOLUTION 2:
To re-elect as a Director Dr. A. Brown who retires by rotation in accordance with the Company’s Articles of Association.
Votes received in favour of the resolution: 409,270,592
Votes received against the resolution: 711,033
RESOLUTION 3:
To re-elect as a Director Dr. C. Gilchrist who retires by rotation in accordance with the Company’s Articles of Association.
Votes received in favour of the resolution: 409,270,592
Votes received against the resolution: 711,033
RESOLUTION 4:
To re-elect as a Director T. Mc Cluskey who retires by rotation in accordance with the Company’s Articles of Association.
Votes received in favour of the resolution: 409,270,592
Votes received against the resolution: 711,033
RESOLUTION 5:
To re-elect as a Director Mr. C. Carvill who, being Non – Executive Director who has served for over nine years on the Board, retires in accordance with best practice.
Votes received in favour of the resolution: 376,097,823
Votes received against the resolution: 23,931,715
Votes withheld: 9,952,087
RESOLUTION 6:
To re-elect as a Director Mr. I. Egan who, being Non – Executive Director who has served for over nine years on the Board, retires in accordance with best practice.
Votes received in favour of the resolution: 390,750,392
Votes received against the resolution: 8,800,934
Votes withheld: 10,430,299
RESOLUTION 7:
To re-elect as a Director Mr. T. Fitzpatrick who, being Non – Executive Director who has served for over nine years on the Board, retires in accordance with best practice.
Votes received in favour of the resolution: 390,750,392
Votes received against the resolution: 8,800,934
Votes withheld: 10,430,299
RESOLUTION 8:
To authorise the Directors to fix the remuneration of the Auditors.
Votes received in favour of the resolution: 409,979,375
Votes received against the resolution: 2,250
RESOLUTION 9:
To consider, and if thought fit, pass the following resolution as an ordinary resolution.
That the Directors are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 20 of the Companies (Amendment) Act 1983) up to an amount equal to the number of authorised but unissued share capital of the Company as at the date of the passing of this resolution. The authority hereby conferred shall expire at the conclusion of the next Annual General Meeting, or, if earlier, 9 August 2009 provided that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority hereby conferred has expired. The authority hereby conferred is in substitution for any existing such authority.
Votes received in favour of the resolution: 408,235,992
Votes received against the resolution: 1,745,633
RESOLUTION 10:
To consider, and if thought fit, pass the following resolution as a special resolution.
That, subject to the passing of Resolution 10 above, the Directors be and they are hereby empowered pursuant to Section 24 of the Companies (Amendment) Act, 1983 to allot equity securities (as defined by Section 23 of the Companies (Amendment) Act, 1983) for cash pursuant to the authority conferred by Resolution 10 above as if sub-Section (1) of the said Section 23 did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities:-
a) in connection with any offer of securities open for any period fixed by the Directors by way of rights, open offer or otherwise in favour of holders of ordinary shares and/or any persons having a right to subscribe for or convert securities into ordinary shares in the capital of the Company (including, without limitation, any holders of options under any of the Company’s share option schemes for the time being) and subject to such exclusions or arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems under the laws of, or the requirements of any recognised body or stock exchange in, any territory; and
b) in connection with the exercise of any options or warrants to subscribe granted by the Company; and
c) in addition to the authority conferred by paragraphs (a) and (b) of this Resolution), up to a maximum aggregate nominal value equal to the nominal value of 10% of the issued share capital of the Company from time to time.
The power hereby conferred shall expire on the date of the next annual general meeting of the Company after the passing of this resolution or, if earlier, 9 August 2009 save that the Company may before such expiry, make an offer or agreement which would or might require any such securities to be allotted after such expiry and the Directors may allot any such securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
Votes received in favour of the resolution: 404,004,491
Votes received against the resolution: 5,975,561
Votes withheld: 1,573
RESOLUTION 11:
To consider, and if thought fit, pass the following resolution as an ordinary resolution.
That the Company be and it is hereby authorised, subject to an in accordance with the provisions of the Transparency (Directive 2004/109/EC) Regulations 2007 (the “Regulations”), to send, convey or supply all types of notices, documents or information by means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio, optical technologies, or any other electromagnetic means, including making such notices, documents or information available on a website to all members who have consented or who have been deemed to have consented to such communications in accordance with the provisions of the Regulations.
Votes received in favour of the resolution: 409,973,007
Votes received against the resolution: 8,045
Votes withheld: 573
RESOLUTION 12:
To consider, and if thought fit, pass the following resolutions as special resolutions.
(1) “That the Articles of Association of the Company be amended by the insertion of the following as Article 51(A)(f) immediately following Article 51(A)(e):
‘51(A)(f)
For the purposes of Article 51(A)(b)(i), the Company and a person shall be deemed to have agreed that notices of meetings and any such other documentation or information required to be given to that person may instead be accessed by him/her on a website if the person is contacted in writing to request his/her consent for the use of a website as a means for conveying information and the person does not object within 28 days of the date of such notice.’”
(2) “That the Articles of Association of the Company be amended by the insertion of the following as Article 51(B) immediately following Article 51(A):
‘51(B) Where the Company sends documents to members otherwise than in hard copy form, any member can require the Company to send to him/her a hard copy version and the Company must do so free of charge and within 21 days of the date of the member’s request.’”
Votes received in favour of the resolution: 409,972,007
Votes received against the resolution: 8,045
Votes withheld: 1,573
