AGM Information • Jun 30, 2014
AGM Information
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UBS 100 Liverpool Street London EC2M 2RH
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSALS REFERRED TO IN THIS DOCUMENT OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR SHARES IN THE COMPANY, PLEASE SEND THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.
1 October 2014
Dear Shareholder
I am pleased to inform you that the Hays plc 2014 Annual Report & Financial Statements and Notice of the 2014 Annual General Meeting (AGM) have now been published.
If you have requested a printed copy of the Annual Report & Financial Statements, it is enclosed.
If you requested to receive the Annual Report & Financial Statements electronically or did not return the election card previously sent to you, please accept this letter as notification that the Company's 2014 Annual Report & Financial Statements have now been published on our website (hays.com).
Our 2014 AGM will be held at the offices of UBS, 100 Liverpool Street, London EC2M 2RH on Wednesday 12 November 2014 at 12 noon. Shareholder registration will be available from 11am. The formal notice of the AGM and particulars of the resolutions on which you can vote are enclosed. I hope you will be available to attend.
I draw your attention in particular to the following resolutions that are to be proposed at the AGM.
New legislation requires the Board to put the directors' remuneration policy (the 'Remuneration Policy') to a shareholder vote. This vote is binding and, if approved, the Remuneration Policy will take effect immediately after the AGM. It is intended the policy will last for three years and, unless the Company wishes to change the policy, no further shareholder approval will be required during this period.
The Remuneration Policy relates to future payments to directors. Once the policy takes effect, all payments to directors, or any former directors, by the Group must be made in accordance with the policy (unless separately approved by shareholders).
The Remuneration Policy is part of the Directors' Remuneration Report (pages 60 to 76 of the Annual Report).
In compliance with the UK Corporate Governance Code, shareholders will have the opportunity to vote on their directors' annual reelections to the Board. Accordingly, with the exception of William Eccleshare, all of your directors are standing for re-election at the AGM. Their biographies can be found on pages 42 and 43 of the Annual Report.
William's international marketing and brand knowledge has been invaluable and I would like to extend William my personal thanks, and those of the Board, for his wise counsel during his tenure; he takes with him our best wishes for the future.
You are requested (whether or not you intend to be present at the AGM) to complete and submit a proxy appointment form in accordance with the notes to the Notice of the AGM. To be valid, the proxy appointment form must be received at the address for delivery specified in the notes by 12 noon on Monday 10 November 2014. Completion and return of a proxy appointment will not preclude a shareholder from attending and voting at the AGM.
The Board considers that all of the resolutions set out in the Notice of the AGM are likely to promote the success of the Company and are in the best interests of both the Company and its shareholders as a whole. The Board unanimously recommends that shareholders vote in favour of all of these resolutions and will also be voting in favour of them.
Yours faithfully
Registered Office: 250 Euston Road London NW1 2AF T: +44 (0)20 7383 2266 F: +44 (0)20 7941 6104
Registered in England & Wales No. 2150950
NOTICE IS HEREBY GIVEN that the twenty seventh Annual General Meeting (AGM) of Hays plc (the Company) will be held at the offices of UBS, 100 Liverpool Street, London EC2M 2RH at 12 noon on Wednesday, 12 November 2014 to consider, and if thought fit, pass the following resolutions:
All resolutions will be proposed as ordinary resolutions other than resolutions 17 to 19, which will be proposed as special resolutions.
An ordinary resolution must receive more than half of the votes cast in order to be passed, while special resolutions must receive at least three-quarters of the votes cast in order to be passed.
The directors are required to present the financial statements, directors' report and auditor's report to the AGM. These are contained in the 2014 Annual Report and Financial Statements.
The Remuneration Policy sets out the Company's proposed policy on directors' remuneration. Under new regulations within the Companies Act 2006 the Company is required to put the Remuneration Policy to a binding vote at least every three years. Subject to approval, the Remuneration Policy will be effective from the conclusion of this AGM.
Shareholders are invited to vote on the Directors' Remuneration Report (excluding the Remuneration Policy referred to in resolution 2), which appears in full in the 2014 Annual Report and Financial Statements.
The Company's auditor, Deloitte LLP, has audited those parts of the Directors' Remuneration Report capable of being audited and their report may be found in the 2014 Annual Report and Financial Statements.
The Board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company's overall objectives and, accordingly, and in compliance with the legislation, shareholders will be invited to approve the Directors' Remuneration Report. The vote is advisory.
The directors have recommended a final dividend of 1.80 pence per share which, if approved, would be payable on 14 November 2014 to those shareholders registered at the close of business on 10 October 2014. This would bring the total dividend for the year to 2.63 pence per share.
The total dividend for 2013 was 2.50 pence per share.
To re-elect Alan Thomson as a director of the Company.
Resolution 6 – Re-election of Director To re-elect Alistair Cox as a director of the Company.
Resolution 7 – Re-election of Director To re-elect Paul Venables as a director of the Company.
Resolution 8 – Re-election of Director To re-elect Paul Harrison as a director of the Company.
Resolution 9 – Re-election of Director To re-elect Victoria Jarman as a director of the Company.
Resolution 10 – Re-election of Director To re-elect Richard Smelt as a director of the Company.
In accordance with the UK Corporate Governance Code, with the exception of William Eccleshare, all directors will retire at the AGM and offer themselves for re-election by the shareholders. Their biographies can be found on pages 42 and 43 of the Annual Report and at hays.com.
Following the Board evaluation conducted during the year, the Board considers that each of the directors proposed for re-election continues to make an effective and valuable contribution and demonstrates commitment to the role. The Board is content that each non-executive director offering himself or herself for reelection is independent in character and there are no relationships or circumstances likely to affect his or her character or judgment. Accordingly, the Board unanimously recommends the re-election of these directors.
At each general meeting at which the Company's accounts are presented to its shareholders, the Company is required to appoint an auditor to serve until the next such meeting. The Board is recommending that Deloitte LLP be reappointed as the Company's auditor.
Shareholders are requested to authorise the directors to determine the remuneration of Deloitte LLP, the auditor of the Company, subject to their reappointment.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
THAT in accordance with section 366 of the Companies Act 2006 (the Act), the Company and any company which is or becomes a subsidiary of the Company during the period to which this resolution relates be and is hereby authorised:
The Company made no political donations during the financial year ended 30 June 2014 and the Board intends to maintain its policy of not making such payments.
The Company and its subsidiaries are prohibited by the Act from making donations to any EU political party or other EU political organisation or to any independent election candidate in the EU of more than £5,000 in total in any period of twelve months, and from incurring EU political expenditure, unless they have been authorised to do so in advance by the Company's shareholders.
However, as political donations are defined very broadly under the Act, the Board is proposing this resolution purely as a precautionary measure to avoid any inadvertent breach of the law and has no plans for using this authority. Any expenditure which may be incurred under authority of this resolution will be disclosed in next year's annual report.
Resolution 16 – Directors' Authority to Allot Shares To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
This resolution is to renew the directors' general authority to allot new shares. The authority in resolution 16 will allow the directors to allot new shares and to grant rights to subscribe for or convert other securities into shares up to a nominal value of £2,124,570, which is equivalent to approximately 15% of the issued share capital of the Company as at 15 September 2014. This figure excludes the 47,716,547 ordinary shares held in treasury (3.37% of the issued share capital) as at the same date.
The purpose of this resolution is to give the Board flexibility to respond to market developments and to enable allotments to take place to finance business opportunities as they arise. However, there are no current plans to allot shares under this authority.
This authority will expire at the conclusion of the 2015 AGM. The directors intend to seek renewal of this authority at each AGM of the Company.
THAT, subject to the passing of resolution 16, and in place of all existing powers, to the extent unused (other than in respect of any allotments made pursuant to offers or agreements made prior to the passing of this resolution) the directors of the Company be generally empowered pursuant to section 570 and 573 of the Act to allot equity securities (within the meaning of
section 560 of the Act) for cash, pursuant to the authority conferred by resolution 16 in the Notice, as if section 561(1) of the Act did not apply to such allotment. This power:
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this resolution the words "pursuant to the authority conferred by resolution 16 in the Notice" were omitted.
This resolution would allow the directors to allot shares for cash and/or sell treasury shares without having to offer such shares to existing shareholders up to a nominal value of £732,048, which is approximately 5% of the Company's issued share capital as at 15 September 2014; or in connection with a rights issue.
This means that the proportionate interests of existing shareholders could not, without their agreement, be reduced by more than 5% by the issue of new shares for cash.
There are no current plans to allot shares except in connection with the Company's employee share schemes and the directors do not intend to issue more than 7.5% of the issued share capital of the Company on a non pre-emptive basis in any rolling three year period without prior consultation with shareholders.
The purpose of this authority is to give the Board the flexibility to act on short notice in appropriate circumstances should that be in the best interests of the Company, for example to resolve legal or practical problems which may arise such as with overseas shareholders in the context of a rights issue.
This authority will expire at the conclusion of the 2015 AGM. The directors intend to seek renewal of the authority at each AGM of the Company.
To consider and, if thought fit, to pass the following resolution as a special resolution:
THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of Ordinary shares of 1 pence each in the capital of the Company (Ordinary Shares) provided that:
This resolution will authorise the Company to make market purchases of up to 141,638,002 shares, being less than 10% of the Company's issued share capital as at 15 September 2014, and specifies the minimum and maximum prices at which the Shares may be bought. This figure excludes the 47,716,547 Ordinary shares held in treasury (3.37% of the issued share capital) as at the same date.
No share market purchases were made during the year ended 30 June 2014 and none are anticipated during this financial year.
Shares will only be purchased if to do so would result in an increase in earnings per share and is in the best interests of shareholders generally.
Any shares purchased in the market under this authority may either be cancelled or held as treasury shares, which may then be cancelled, sold for cash or used to meet the Company's obligations under its employee share schemes.
This authority will expire at the conclusion of the 2015 AGM. The directors intend to seek renewal of the authority at each AGM of the Company.
No dividends have been paid on shares whilst held in treasury and no voting rights are attached to the treasury shares.
On 15 September 2014, being the latest practicable date prior to the publication of this document, the Company had 7,335,614 options outstanding under its various share schemes. This represents 0.52% of the issued share capital of the Company (excluding the 47,716,547 Ordinary shares held in treasury as at 15 September 2014). If the existing authority given at the 2013 AGM and the authority now being sought by resolution 18 were to be fully used, these options would represent 0.65% of the Company's ordinary share capital in issue at that date (excluding the 47,716,547 Ordinary shares held in treasury as at 15 September 2014).
To consider and, if thought fit, to pass the following resolution as a special resolution:
THAT a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice, such authority to expire at the conclusion of the next annual general meeting of the Company after the date of the passing of this resolution.
Under the Companies Act 2006, all general meetings must be held on 21 clear days' notice unless shareholders approve a shorter notice period subject to a minimum of 14 clear days. AGMs must continue to be held on at least 21 clear days' notice.
This resolution seeks to approve an equivalent authority granted to the directors at last year's AGM to call general meetings (other than an AGM) on 14 clear days' notice.
In order to allow for the shorter notice period, the Company will continue to make electronic voting available to all shareholders.
The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by time-sensitive matters and is thought to be to the advantage of shareholders as a whole.
The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
By order of the Board
1 October 2014
Hays plc Registered Office: 250 Euston Road London NW1 2AF T: +44 (0)20 7383 2266 F: +44 (0)20 7941 6104
Registered in England & Wales No. 2150950
Only those shareholders registered on the Company's register of members at 6pm on Monday 10 November 2014 or if, this meeting is adjourned, at 48 hours before the time fixed for the adjourned meeting, shall be entitled to attend and vote at the meeting. In each case, changes to the register of members after such time will be disregarded.
Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, is available from hays.com.
To facilitate entry to the AGM, members are requested to bring with them the Attendance Card which is attached to the Form of Proxy. Registration shall be open to members one hour before the start of the meeting.
If you are a member of the Company at the time set out in the note headed Entitlement to Attend and Vote above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
A proxy need not to be a member of the Company but must attend the meeting to represent you. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. Each proxy must be appointed on a separate proxy form. Additional proxy forms may be obtained by contacting the Registrar on 0871 384 2843 (calls to this number are charged at 8 pence per minute plus network extras; charges from other telephone providers may vary) or, if dialling internationally, on +44 (0) 121 415 7047. The helpline is open Monday to Friday 8.30am to 5.30pm, excluding bank holidays. Alternatively, you can use a photocopy of the proxy form for this purpose.
The notes to the proxy form explain how to direct your proxy and how to vote on each resolution or withhold their vote. A vote withheld is not a vote in law, which means that the vote will not be counted in calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion in relation to any other matter which is put before the meeting.
To appoint a proxy using the proxy form, the completed and signed proxy form must be received by the Company's Registrar, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 12 noon on 10 November 2014.
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
As an alternative to completing the hard copy proxy form, you can appoint a proxy electronically by logging on to www.sharevote.co.uk. You will need to have available the 25-digit number made up of your Voting ID, Task ID and Shareholder Reference Number printed on your proxy form. Full details of the procedure are given on the website. Your electronic proxy appointment and/or voting instructions must be received no later than 12 noon on 10 November 2014.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST 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 instructions, as described in the CREST Manual.
The message must be transmitted so as to be received by the issuer's agent (ID RA19) by 12 noon on 10 November 2014. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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 member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) 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.
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.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend and vote at the meeting in person, your proxy appointment will automatically be terminated.
A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
As at 15 September 2014, the Company's issued share capital (excluding treasury shares) comprised 1,416,380,019 Ordinary shares of 1 pence, with each share carrying the right to one vote. Accordingly, the total number of voting rights in the Company as at 15 September 2014 is 1,416,380,019.
Any member attending the AGM has the right to ask questions. The Company must answer any question relating to the business being dealt with at the meeting unless:
Where requested by a member or members, the Company must publish on its website a statement setting out any matter that such members propose to raise at the AGM relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting. To exercise this members' right, the relevant request must be made by:
Where the Company is required to publish such a statement on its website:
The request:
A person who is not a shareholder of the Company, but has been nominated by a shareholder to enjoy information rights in accordance with section 146 of the Act (a Nominated Person) does not have a right to appoint a proxy. Nominated Persons may have a right under an agreement with the shareholder by whom he/she was nominated to be appointed (or to have someone else appointed) as a proxy for the AGM. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under an agreement with the relevant shareholder to give instructions as to the exercise of voting rights.
Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published on the Company's website and notified to the UK Listing Authority once the votes have been counted and verified.
Copies of the service contracts for the executive directors and letters of appointment for the non-executive directors will be available for inspection at Hays plc, 250 Euston Road, London NW1 2AF during normal business hours on Monday to Friday from the date of this Notice up to and including the date of the AGM, and at the meeting venue from 11.45am until the end of the Meeting.
Except as provided above, members who have general queries about the Annual General Meeting should use the following means of communication:
You may not use any electronic address provided either in this Notice or any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated in this Notice or any such related document.
Hays plc 250 Euston Road London NW1 2AF
Registered in England & Wales No. 2150950
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