AGM Information • Oct 6, 2011
AGM Information
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To be held on 16 November 2011
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 as soon as possible.
If you have sold or otherwise transferred all of your shares in Barratt Developments PLC, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass this document to the person who now holds the shares.
To the holders of ordinary shares in Barratt Developments PLC (the 'Company')
I am pleased to enclose the notice for the fifty-third annual general meeting (the 'AGM') of the Company. The AGM will be held at 2.30 p.m. on Wednesday 16 November 2011 at the Royal College of Physicians, 11 St Andrews Place, Regent's Park, London NW1 4LE. For directions please see the map on the last page of this document.
The notice convening the AGM (the 'Notice') is set out on pages 3 to 5. The explanatory notes for the business to be transacted at the AGM are set out on pages 5 to 7 of this document.
The Annual Report and Accounts for the year ended 30 June 2011 are also enclosed. A resolution to receive and consider the reports of the auditor and directors and the accounts for the year ended 30 June 2011 is included in the business of the AGM (Resolution 1).
Our Articles of Association require that certain of the current directors must retire at each annual general meeting dependent on the length of their service and the period that has elapsed since their last re-election. However, in accordance with the requirements of the UK Corporate Governance Code and in order to increase accountability, each of the directors will retire at this year's AGM and will stand for re-election by shareholders. I ask you to support the re-election of each of the directors, who have all confirmed their intention to offer themselves for re-election at the AGM. Biographical information for each director can be found on pages 5 to 6 of this document and pages 36 to 37 of the Annual Report and Accounts.
If you wish to attend the AGM in person, please bring with you the attendance card accompanying the Notice, which will authenticate your right to attend, speak and vote at the AGM and assist us to register your attendance without delay. If you are unable to attend, you may wish to appoint a proxy (or proxies) to attend and vote on your behalf by following the notes in the Notice and the instructions in the enclosed Form of Proxy and returning such form so as to be received by the Company's registrar no later than 2.30 p.m. on Monday 14 November 2011. Alternatively you may vote online at www.capitashareportal.com and CREST members may also choose to utilise the CREST voting service. Full details are set out in the notes to the Notice on page 4.
Voting on each of the resolutions to be put to the forthcoming AGM will, once again, be taken by a poll, rather than on a show of hands. The Company continues to believe that a poll is more representative of shareholders' voting intentions because shareholder votes are counted according to the number of ordinary shares held and all votes tendered are taken into account. The results of the poll will be announced through a Regulatory Information Service and will be available on the Company's website as soon as practicable following the conclusion of the meeting.
Your Board believes that each of the resolutions contained in the Notice is in the best interests of the Company and its shareholders as a whole and recommends you to vote in favour of them, as your directors intend to do in respect of their own beneficial shareholdings.
Yours faithfully,
Bob Lawson Registered Office:
Chairman Barratt House, Cartwright Way, Barratt Developments PLC Forest Business Park, Bardon Hill, Coalville, Leicestershire LE67 1UF (incorporated and registered in England and Wales under number 00604574)
Notice is hereby given that the fifty-third annual general meeting (the 'AGM') of Barratt Developments PLC (the 'Company') will be held at the Royal College of Physicians, 11 St Andrews Place, Regent's Park, London NW1 4LE on Wednesday 16 November 2011 at 2.30 p.m. for the following purposes:
To re-elect the following directors retiring in accordance with the UK Corporate Governance Code:
of this resolution and ending at the conclusion of next year's annual general meeting of the Company (or, if earlier, at the close of business on 15 February 2013). In any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £90,000.
15.That the Board be and it is hereby authorised to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to a nominal amount of £32,181,332 being 33.33% of the nominal value of the existing issued share capital as at 6 October 2011, such authority to apply until the end of next year's annual general meeting of the Company (or, if earlier, until the close of business on 15 February 2013) but so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
such power to apply until the end of next year's annual general meeting of the Company (or, if earlier, until the close of business on 15 February 2013) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power ends and the Board may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not ended.
That the Company be and it is hereby given power for the purposes of section 701 of the Act to make one or more market purchases (as defined in section 693(4) of the Act) of its ordinary shares of 10 pence each in the capital of the Company ('Ordinary Shares'), such power to be limited:
(a) to a maximum number of 96,543,990 Ordinary Shares;
such power to apply, unless renewed prior to such time, until the end of next year's annual general meeting of the Company (or, if earlier, until the close of business on 15 February 2013) but so that the Company may enter into a contract under which a purchase of Ordinary Shares may be completed or executed wholly or partly after the power ends and the Company may purchase Ordinary Shares in pursuance of such contract as if the power had not ended.
18.That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
By Order of the Board
T S Keevil Group General Counsel and Company Secretary 6 October 2011
Registered Office: Barratt House, Cartwright Way, Forest Business Park, Bardon Hill, Coalville, Leicestershire LE67 1UF (incorporated and registered in England and Wales under number 00604574)
Members are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting whether by show of hands or on a poll. A proxy need not be a shareholder of the Company. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this Notice. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy please follow the notes contained in the Form of Proxy. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Capita Registrars on 0871 664 0300 from within the UK (calls cost 10p per minute (including VAT)), or +44 208 639 3399 from outside the UK (lines are open 8.30 a.m. to 5.30 p.m. Monday – Friday).
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 ('EUI') specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 the issuer's agent (ID RA10) by 2.30 p.m. on Monday 14 November 2011. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is 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 through other means.
CREST members and, where applicable, their CREST sponsors, or voting service provider(s), should note that EUI does not make available special procedures in CREST for any particular message. 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 member, or sponsored member, or has appointed (a) voting service provider(s), to procure that his 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 provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
The return of a completed Form of Proxy, other such instrument or any CREST Proxy Instruction will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
been required under section 527 of the Act to publish on a website.
The notes on the following pages give an explanation of the proposed resolutions.
For each financial year, the directors must present the Directors' Report, the audited accounts and the independent auditor's report on the financial statements to shareholders at a general meeting. Those to be presented at the AGM are in respect of the year ended 30 June 2011.
The Company's Articles of Association currently require directors to submit themselves for re-election by shareholders at the first annual general meeting following their initial appointment to the Board and thereafter at subsequent annual general meetings at intervals of no more than three years. The Board has decided, in accordance with the UK Corporate Governance Code published in June 2010, to submit all directors for re-election by shareholders at the AGM irrespective of their date of appointment and length of service on the Board.
Each non-executive director has been subject to a formal performance evaluation process and it is believed that they each continue to be effective in, to demonstrate commitment to, and to have sufficient time available to, perform the duties required of his or her role. In addition, each non-executive director, excluding the Chairman, is considered to be independent and, therefore, the Board recommends the re-election of all of the directors.
The following biographical information is given in support of the
Board's recommendation to re-elect all of the directors of the Company:
Bob Lawson was appointed a Non-Executive Director on 1 June 2008 and Chairman on 1 July 2008. He is the Chairman of the Nomination Committee and a member of the Remuneration Committee. Bob is also the Non-Executive Chairman of Genus plc and a Director of The Federation of Groundwork Trusts. He was formerly the Chairman of Hays plc, Managing Director of the Vitec Group for three years and Chief Executive of Electrocomponents plc for ten years.
Mark Clare was appointed Group Chief Executive on 2 October 2006 and is a member of the Nomination Committee. He is also currently a Trustee and Director of the BRE Trust and UKGBC Limited. He was formerly an Executive Director of Centrica plc and Managing Director of Centrica's British Gas Residential Energy operation. He joined British Gas in 1994, becoming Centrica's Finance Director in 1997 and Managing Director of British Gas Residential Energy in 2002.
David Thomas was appointed an Executive Director and Group Finance Director on 21 July 2009. He was formerly the Group Finance Director and the Deputy Chief Executive of The GAME Group plc. Before that he was the Group Finance Director at Millennium and Copthorne Hotels plc and held senior financial roles with House of Fraser plc and Forte plc.
Steven Boyes was appointed to the Group Board in 2001 and is responsible for the Group's operations in the Northern, Central and East regions. He also has responsibility for a number of group functions including procurement, commercial, technical and design and the urban regeneration unit which specialises in large scale partnership schemes with the public sector and housing associations. Steven joined the Group in 1978, became Technical Director and then Managing Director of Barratt York before being appointed Regional Director for Barratt Northern in 1999.
Clive Fenton was appointed to the Group Board in July 2003 and is responsible for the Group's operations in the London, Southern and West regions. He also has responsibility for partnership homes which acts as the co-ordinator for all Government affordable housing initiatives. He qualified as a Chartered Accountant before joining the Group in 1983. He became Finance Director of Barratt East London in 1994 and Managing Director of Barratt West London in 1996.
Bob Davies was appointed a Non-Executive Director on 5 May 2004. He is the Chairman of the Remuneration Committee and a member of the Audit and Nomination Committees. He is currently the Chairman of Euroports Holdings S.a.r.l and a member of the Investment Advisory Board for North East Finance. He was previously a Non-Executive Director of Northern Rock (Asset Management) plc, Chairman of Biffa, a Non-Executive Director of British Energy Group plc, the Chief Executive of Arriva plc and the chair of the Board of Governors of Sunderland University. He was also the Chairman of the CBI Regional Council in the North East and a Non-Executive Director of Sunderland ARC urban regeneration company.
Tessa Bamford was appointed a Non-Executive Director on 1 July 2009 and is a member of the Remuneration and Nomination Committees. Tessa is also a Non-Executive Director of Wolseley plc, a consultant at Spencer Stuart and a Governor of the British Institute of Florence. Tessa was formerly a Director of Cantos Communications Limited and a director of J Henry Schroder & Co with whom her career spanned over 12 years in various roles.
Rod MacEachrane was appointed a Non-Executive Director on 1 May 2006 and is a member of the Audit, Nomination and Remuneration Committees. He is a member of the Governing Board of the National House-Building Council ('NHBC') Foundation, an independent charitable research foundation which is a joint venture with the BRE and a Director of the National Centre for Excellence in Housing. He was formerly the Commercial Director and an Executive Director of the NHBC Main Board before retiring after 25 years' service in April 2006.
Mark Rolfe was appointed a Non-Executive Director on 1 May 2008. He is the Chairman of the Audit Committee and is a member of the Nomination Committee. Mark is also a Non-Executive Director of The Sage Group plc, Hornby plc and Debenhams plc and Chairman of Lane Clark & Peacock LLP. He was formerly the Finance Director of Gallaher Group plc for seven years until April 2007 when it was acquired by Japan Tobacco Inc. His career with Gallaher spanned 20 years during which time he served in various finance and executive roles.
At every general meeting at which accounts are presented to shareholders, the Company is required to appoint an auditor to serve until the next such meeting. Deloitte LLP have indicated that they are willing to continue as the Company's auditor for another year. You are asked to approve their re-appointment and, following normal practice, to authorise the Board to determine their remuneration.
In accordance with sections 439 and 440 of the Act and Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), shareholders are invited to vote on the Remuneration Report for the year ended 30 June 2011, which may be found on pages 48 to 59 of the 2011 Annual Report and Accounts. The vote is advisory only however, and the directors' entitlement to remuneration is not conditional on the resolution being passed.
Section 366 of the Act requires companies to seek shareholder approval for donations to organisations within the European Community which are, or could be, categorised as EU political organisations. Although the Company does not make, and does not intend to make, donations to political parties within the normal meaning of that expression or to independent election candidates, the legislation is very broadly drafted. It may catch activities such as funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform and matching employees' donations to certain
charities. Therefore, in accordance with corporate governance best practice, the Board has again decided to seek shareholders' authority for political donations and political expenditure. This year, given that the Company has not utilised this authority in previous years, the Board has capped the aggregate amount of political donations and expenditure at £90,000 (2010:£150,000), in case any of the Company's normal activities are caught by the legislation. As previously stated, the authority granted at the last annual general meeting has not been utilised.
This resolution seeks to renew for a further year the directors' general authority to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company given by shareholders at the last annual general meeting held on 17 November 2010. The renewed authority would give the directors authority to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company with an aggregate nominal value of up to £32,181,332 (representing 321,813,320 Ordinary Shares) which, as at 6 October 2011, being the last practicable date prior to the publication of this Notice, represented 33.33% of the issued share capital of the Company.
The authority sought under resolution 15 will expire at the earlier of the conclusion of the next annual general meeting of the Company and close of business on 15 February 2013. The Board intends to seek renewal of this authority again at next year's annual general meeting. The directors consider that the Company should maintain an adequate margin of shares for use, for example, in connection with a future acquisition or an equity issue. The directors do not, however, have any present intention to issue new ordinary shares except in order to satisfy share options under the Company's share option schemes.
This resolution also renews an authority granted at the last annual general meeting held on 17 November 2010 and gives the Board authority to allot Ordinary Shares (or sell any Ordinary Shares which the Company may purchase and elect to hold as treasury shares) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
This authority would, as in previous years, be limited to allotments or sales in connection with pre-emptive offers or otherwise up to an aggregate nominal amount of £4,827,199 (representing 48,271,990 Ordinary Shares). This aggregate nominal amount represents approximately 5% of the issued share capital of the Company as at 6 October 2011, the latest practicable date prior to the publication of this Notice. In respect of this maximum amount, the directors confirm their intention to follow the provisions of the Pre-emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three year period, which provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.
This authority will expire on the earlier of the conclusion of the next annual general meeting of the Company and close of business on 15 February 2013. This authority is granted under section 570 of the Act and is a standard authority taken by most UK listed companies each year.
This resolution seeks to renew the authority for the Company to make market purchases of its own Ordinary Shares. No purchases have been made under the authority granted at last year's annual general meeting as at the date of this Notice. The directors do not currently have any intention of exercising the authority granted by this resolution. Nevertheless, in certain circumstances it may be advantageous for the Company to purchase its own shares and this resolution seeks authority from shareholders to make such purchases in the market. The directors consider it to be desirable for this general authority to be available to provide flexibility in the management of the Company's capital resources. The authority will be exercised only if, in the opinion of the directors, this will result in an increase in earnings per share and would be in the best interests of the Company and its shareholders generally, given the market conditions and the price prevailing at the time. You are asked to consent to the purchase by the Company of up to a maximum aggregate of 96,543,990 Ordinary Shares, which represents 10% of the Company's issued share capital.
The Company may either retain any of its own shares which it has purchased as treasury shares with a view to possible re-issue at a future date, or cancel them. The Company would consider holding any of its own shares that it purchases pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost-effectively, including pursuant to the authority under resolution 15 above and would provide the Company with additional flexibility in the management of its capital base.
The total number of options to subscribe for Ordinary Shares outstanding as at 6 October 2011, being the last practicable date prior to the publication of this Notice, was approximately 32,464,446 representing approximately 3.4% of the issued share capital as at 6 October 2011. If the authority to buy back shares under this resolution and the authority granted at the 2010 annual general meeting were exercised in full, the total number of options to subscribe for Ordinary Shares outstanding as at 6 October 2011 would, assuming no further Ordinary Shares are issued, represent 4.2% of the issued share capital as at 6 October 2011.
Resolution 18 seeks the approval of shareholders to replace a similar authority granted to the directors at the 2010 annual general meeting to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice as required by the Companies (Shareholders' Rights) Regulations (the 'Regulations'). The shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.
Note that the Regulations require that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must meet certain requirements for electronic voting to be made available to all shareholders for that meeting.
The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.
All references to the Company's 'issued share capital' in the explanatory notes above are to the Company's issued share capital as at 6 October 2011, which was 965,439,974 Ordinary Shares. As at 6 October 2011, the Company held no Ordinary Shares as treasury shares. The total voting rights in the Company as at 6 October 2011 were 965,439,974.
Barratt Developments PLC Barratt House Cartwright Way Forest Business Park Bardon Hill Coalville Leicestershire LE67 1UF
Tel: 01530 278 278 Fax: 01530 278 279 www.barrattdevelopments.co.uk
Directions to the Barratt Developments PLC Annual General Meeting to be held on Wednesday 16 November 2011 at 2.30 p.m.:
Please note: there is no access to the Royal College of Physicians from Albany Street.
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