Pre-Annual General Meeting Information • Apr 6, 2011
Pre-Annual General Meeting Information
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Computacenter plc
Registered in England No: 3110569
Registered Office Hatfield Avenue Hatfield Hertfordshire AL10 9TW
If you are in any doubt as to the action you should take, you are recommended to seek your own personal advice from your stockbroker, accountant or other independent professional advisor authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all your shares in Computacenter plc, you should forward this document and other documents enclosed as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Computacenter plc
2011
6 April 2011
2 Computacenter plc Letter from the Chairman 2011
I am pleased to be writing to you with details of our 2011 Annual General Meeting ('AGM'), which will be held on Friday 13 May 2011 at 11.00am, at Computacenter House, 93-101 Blackfriars Road, London SE1 8HL.
Attached on pages 3 to 5 is the Notice setting out the business to be conducted at this year's AGM. An explanation of the business of the AGM can be found in Appendix 1, starting on page 6.
If you wish to vote on the resolutions, but are unable to attend the AGM in person, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM and further information on the required process is detailed below.
Brian McBride, who will be attending his first AGM since his appointment on 10 January 2011, offers himself for election and resolution 4a is to elect him as a Director of the Company. The Directors retiring from office at the AGM are Tony Conophy, Philip Hulme, Peter Ogden, and John Ormerod. Being eligible, they offer themselves for re-election and resolutions 4b to 4e are to re-elect them as Directors. Appendix 2, which can be found on page 8, provides brief biographies of all of the Directors standing for election and re-election at the forthcoming AGM.
Each of the Directors standing for re-election has been subject to a formal evaluation process, further details of which can be found within the Corporate Governance Section on pages 28 to 45 of the 2010 Annual Report and Accounts. I am pleased to confirm that the Board considers that the performance of each of the Directors standing for re-election continues to be effective and that all are able to demonstrate continued commitment to their respective roles as members of the Board and, where relevant, its Committees.
You will find enclosed a Form of Proxy for use at the AGM. Please complete, sign and return the Form of Proxy as soon as possible in accordance with the instructions printed thereon. The Form of Proxy should be returned to Equiniti, the Company's registrars, as soon as possible and in any event so as to be received not later than 48 hours before the time of the AGM.
Alternatively, shareholders may register proxy vote instructions by electronic means. If you wish to register your voting instructions in this way, please refer to the guidance set out in notes 6 to 8 to the Notice of Annual General Meeting on pages 4 to 5. Communications giving voting instructions by electronic means must be received by Equiniti not later than 48 hours before the time of the AGM
The Directors consider that the proposals being put to the shareholders at the AGM are in the best interests of the Company and of the shareholders as a whole. Accordingly, the Directors recommend that you vote in favour of the resolutions set out in the attached Notice of Annual General Meeting, as they intend to do in respect of their own interests (both beneficial and non-beneficial) amounting to 68,732,056 Ordinary Shares, representing approximately 44.66 per cent of the Company's issued share capital (as at 18 March 2011).
Greg Lock Chairman
Computacenter plc Notice of Annual General Meeting 2011 3
Notice is hereby given that the AGM of Computacenter plc will be held at 11.00am on Friday 13 May 2011 at Computacenter House, 93-101 Blackfriars Road, London SE1 8HL for the following purposes:
To consider and if thought fit, pass the following resolutions:
4 Computacenter plc Notice of Annual General Meeting 2011
10. As a Special Resolution: that the amendments to the Rules of the Computacenter Performance Share Plan 2005 set out in the draft amended Rules produced to this AGM and signed by the Chairman for identification purposes be and are hereby approved and that the Directors be and are hereby authorised to amend the Rules and to do all other acts and things which may be necessary to carry such amendments into effect.
Registered Office Hatfield Avenue Hatfield Hertfordshire AL10 9TW
By order of the Board
Stephen Benadé Company Secretary 18 March 2011
Computacenter plc Notice of Annual General Meeting 2011 5
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) no later than 11.00am on Wednesday 11 May 2011. For this purpose the time of receipt will be taken as the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Equiniti are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee(s) through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Computacenter plc may treat as invalid any CREST Proxy Instruction it receives which falls within the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.
6 Computacenter plc Notice of Annual General Meeting 2011
The business of the AGM will start with a resolution to lay before the shareholders, the financial statements for the year ended 31 December 2010 and the reports of the Directors and Auditor thereon. Shareholders who attend the AGM will have the opportunity to ask questions regarding the financial statements and the reports, prior to the resolution being proposed at the AGM.
It is mandatory for all listed companies to put their Report on Directors' Remuneration to an advisory vote by the shareholders. As this vote is advisory, it does not affect the actual remuneration paid to any individual Director. The report is set out in full on pages 35 to 40 of the Annual Report and Accounts.
The Board has recommended a final dividend of 9.7 pence per ordinary share, in respect of the year ended 31 December 2010. Members will be asked to approve this payment and if approved the dividend will be payable on 10 June 2011, to those shareholders on the register of members at the close of business on 13 May 2011.
These resolutions deal with the election and re-election of Directors and the reasons for the re-election can be found within the Notice of AGM, on page 3. Biographies of each of the Directors standing for election and re-election can be found in Appendix 2 on page 8. The Board of Directors have confirmed that the performance of all of the Directors standing for re-election continues to be effective.
Shareholders are being asked to confirm the re-appointment of Ernst & Young LLP as the Company's Auditor, to hold office until the conclusion of the next AGM.
This resolution asks shareholders to authorise the Directors to set the Auditor's remuneration.
This resolution asks shareholders to renew, by Ordinary Resolution, the Directors' authority under Section 551 of the Companies Act 2006 to allot unissued shares and to grant rights to subscribe for, or to convert any security into, shares in the Company. This resolution, as well as resolutions 8 and 9, are similar to the resolutions passed in previous years. This renewed authority will, if granted, expire at the conclusion of the AGM held in 2012 or, if earlier, on 30 June 2012, although offers or agreements can be made before the expiry of that period, which might require for shares to be allotted or rights granted after the expiry of that period. In accordance with corporate governance best practice recommendations, the Directors' authority, if approved, will be limited to a maximum nominal amount of £3,077,756, representing a maximum of 51,295,941 Ordinary Shares, equivalent to approximately one third of the issued share capital of the Company (as at 18 March 2011, being the latest practicable date prior to the publication of this document). There are no present plans to allot unissued shares other than in connection with employee share and incentive schemes. The Directors believe that they should have the authority proposed in the resolution to enable such allotments to take place to finance business opportunities as they arise.
If the Directors wish to allot unissued shares and other equity securities for cash, Section 561 of the Companies Act 2006 requires that these shares are offered first to existing shareholders in proportion to their holdings. This is known as shareholders' preemption rights. There may be occasions however, when the Directors need the flexibility to finance business opportunities as they arise without offering securities on a pre-emptive basis. The Companies Act 2006 Act allows a limited disapplication of these preemption rights in certain circumstances. Therefore this resolution, which will be proposed as a Special Resolution, renews the Directors' authority, which was granted at the 2010 AGM, to issue for cash up to 7,694,391 Ordinary Shares, equivalent to approximately 5 per cent of the issued share capital of the Company (as at 18 March 2011), without the shares first being offered to existing shareholders. The Directors do not intend to issue more than 7.5 per cent of the issued Ordinary Shares on a non preemptive basis in any three year period.
The resolution also confers authority to allot shares (and other equity securities) in connection with a rights issue or other issues where the securities are offered (subject to any exclusions or other arrangements as a result of legal or technical requirements) on a pre-emptive basis to Ordinary Shareholders. This Special Resolution will be proposed subject to resolution 7 (referred to above) first being carried by the AGM and the authority sought, if granted, will be for the same period as that granted under resolution 7.
Computacenter plc Notice of Annual General Meeting 2011 7
The authority, under Section 701 of the Companies Act 2006, which will be proposed as a Special Resolution, would permit the Company to purchase, on the London Stock Exchange, up to 15,388,782 Ordinary Shares, which is equivalent to approximately 10 per cent of the issued share capital of the Company (as at 18 March 2011) at not less than 6 pence per Ordinary Share, nor more than the higher of:
The Company was given authority at the 2010 AGM to make market purchases of up to 15,384,979 Ordinary Shares. Under this authority a total of 115,371 ordinary shares were purchased for cancellation during 2010. As the existing shareholder approval to purchase shares expires at the 2011 AGM, purchases after that date are subject to renewed shareholder approval at the AGM. The Directors will use the authority to purchase shares only after careful consideration, taking into account market conditions, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. The Directors will only purchase such shares after taking into account the effects on earnings per share and the benefit for shareholders generally.
Any shares bought by the Company under this authority will either be held in treasury, with a view to possible re-issue at a future date, or cancelled. The Directors will decide at the time of purchase whether to cancel the shares immediately or to hold them in treasury. In relation to treasury shares, the Board will also have regard to any investor guidelines, in relation to the purchase of shares intended to be held in treasury or in relation to their holding or resale, which may be in force at the time of any such purchase, holding or resale.
The authority will expire at the conclusion of the Company's AGM in 2012, at which time the Board expects to seek its renewal.
As at 18 March 2011, there were outstanding options to subscribe for Ordinary Shares, granted under all share option schemes operated by the Company, in respect of a total of 4,448,015 Ordinary Shares of the Company which, if exercised, would represent approximately 2.89 per cent of the issued share capital of the Company. If the authority now being sought together with the existing authority to purchase Ordinary Shares granted at last year's AGM were exercised in full, such options, if exercised, would represent approximately 3.61 per cent of the issued share capital of the Company.
This resolution seeks approval for proposed amendments to the Performance Share Plan 2005 ('PSP'). The PSP is the Company's primary long-term incentive plan for Executive Directors and senior employees ('Executives') and it has been operated since 2006. Under the PSP, awards may be made to eligible Executives in the form of either a conditional right to acquire shares in the Company or the grant of a nil-cost option to acquire shares. The vesting of awards is subject to the satisfaction over a three year period of performance conditions determined by the Remuneration Committee (the 'Committee') at the time the awards are made.
In 2010, the Committee commissioned an external advisor, Mercer, to undertake a review of the PSP in the context of the overall remuneration packages of Executives. In line with the Company's strategy of applying stretching growth targets, whilst at the same time remaining sensitive to current economic conditions, the Committee considers following this review that it is in the best interests of Shareholders to amend the PSP to allow for potentially greater rewards in return for achieving more significant growth targets.
In order to facilitate the operation of the PSP in this way, it is proposed to amend the rules to increase the individual limit on the market value of shares in respect of which awards can be made to an Executive, in any financial year, from one times basic salary to two times basic salary. It is also proposed to increase the current individual limit in relation to awards, which may be made in exceptional circumstances, from two times basic salary to four times basic salary.
The Committee also considers that going forward it is appropriate, where practicable, for awards to take the form of nil-cost options as opposed to a conditional right to receive shares. It is believed that this will encourage the retention of interests in shares, following vesting at the end of the three year performance period (and thus assist compliance with proposed new minimum shareholding guidelines) and also allow Executives flexibility to choose when to exercise their awards. In order to facilitate this future change in the operation of the PSP, it is proposed to amend the Rules of the Computacenter Performance Share Plan 2005 ('Rules') so that options will be capable of exercise for a period of seven years following vesting, instead of the current period of three months.
The Rules of the PSP showing the proposed amendments are available for inspection in accordance with Note 11 of the notes relating to Notice of Annual General Meeting.
Computacenter plc Hatfield Avenue, Hatfield, Hertfordshire AL10 9TW Telephone +44 (0) 1707 631000 Fax +44 (0) 1707 639966
www.computacenter.com
Brian was most recently, Vice President and Managing Director of Amazon.co.uk. His early career and management development was at IBM, where he started and spent 12 years in sales, culminating in the appointment as Director of UNIX Marketing for IBM Europe. Brian has had broad non-executive experience, having served as Chairman of the Remuneration Committee and Senior Independent Director of S3 PLC, Non-Executive Director at Celtic Football Club PLC and Chairman of Virgin Mobile.
Tony has been a member of the Institute of Chartered Management Accountants since 1982. He qualified with Semperit (Ireland) Ltd and then worked for five years at Cape Industries plc. He joined Computacenter in 1987 as Financial Controller, rising in 1991 to General Manager of Finance. In 1996 he was appointed Finance and Commercial Director of Computacenter (UK) Limited with responsibility for all financial, purchasing and vendor relations activities. In March 1998 he was appointed Group Finance Director.
Philip founded Computacenter with Peter Ogden in 1981 and worked for the Company on a full-time basis until stepping down as Executive Chairman in 2001. He is a Director of Dealogic (Holdings) plc and was previously a Vice President and Director of the Boston Consulting Group.
Peter founded Computacenter with Philip Hulme in 1981 and was Chairman of the Company until 1998, when he became a Non-Executive Director. He is Chairman of Dealogic (Holdings) plc and prior to founding Computacenter, he was a Managing Director of Morgan Stanley and Co.
John is the Senior Independent Director and Audit Committee Chairman of Misys plc, a Non-Executive Director and Chairman of the Audit Committee of Gemalto NV, a Non-Executive Director of ITV Plc and Deputy Chairman of Tribal Group plc. John has held senior positions with Arthur Andersen and with Deloitte, where he was a member of the UK Executive Committee and elected Board.
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