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The resolutions explained
The resolutions that we’re asking you to vote on are written in a way that makes them legally valid. To help make things clearer, we have explained each resolution here.
The Directors consider all the resolutions to be in the best interests of the Company and our shareholders as a whole and unanimously recommend that shareholders vote in favour of them.
If you have any questions about the resolutions, just call us and we will be pleased to help – find out how to get in touch in contact details.
To approve the Directors’ Remuneration Report
The Directors’ Remuneration Report, which sets out how much each Director received in pay and benefits in 2007, is in the Annual Report and Accounts.
We will be asking you to approve this.
Resolution 3 – ordinary resolution:
To declare a final dividend for 2007
The Directors are recommending that a dividend is paid to shareholders. We will be asking you to approve the proposed payment of a final dividend of 7.7p on each share for 2007. If this is approved at the AGM, the dividend will be paid on 30 May 2008 to shareholders whose names were on the register of members at close of business on 25 March 2008.
Resolution 4 – ordinary resolution:
To re-appoint PricewaterhouseCoopers LLP as auditors
We have to appoint auditors at every general meeting where we present accounts to shareholders. The auditors’ appointment usually lasts from one AGM until the end of the following year’s AGM. We will be asking you to re-appoint PricewaterhouseCoopers LLP as our auditors until the end of our next AGM.
Resolution 5 – ordinary resolution:
To authorise the Directors to set the auditors’ fees
It is usual for a company’s directors to be authorised to agree the auditors’ fees. We will be asking you to authorise the Directors to set the auditors’ fees for 2008.
Resolutions 6 A and B – ordinary resolutions:
Individual re-election of Directors
In line with the Company’s articles of association, Lord Blackwell, Keith Skeoch and Hugh Stevenson will be retiring at this year’s AGM. Lord Blackwell and Keith Skeoch will be standing for re-election with the recommendation of the Board. We will be asking you to vote to re-elect them individually. The biographies of Lord Blackwell and Keith Skeoch are on page 10 of the AGM Guide
(448Kb).
As Lord Blackwell is a non-executive Director, the Combined Code on Corporate Governance recommends confirmation be given of whether his formal performance evaluation shows that he continues to be effective and to demonstrate commitment to his role, both generally and relating to the time he commits to Board, committee and subsidiary board meetings.
Election of Colin Buchan as a Director
We will be asking you to vote to elect Colin Buchan as a Director of the Company. Colin Buchan was appointed to the Board in January this year and is retiring at the AGM in line with the articles of association.
Colin Buchan’s biography is on page 10 of the AGM Guide(448Kb).
Resolution 8 – ordinary resolution:
To authorise the Directors to issue further shares
The Directors are committed to managing the Company’s share capital effectively, and issuing shares is one of the choices they review from time to time. Most listed companies renew their directors’ authority to issue shares at each AGM. This gives shareholders the chance to approve the authority regularly, and also takes account of changes in the issued share capital since the last AGM.
We will be asking you to authorise the Directors to issue extra shares up to a total nominal amount of £72,472,980 – one third of our total issued share capital on 10 March 2008. This authority will expire at the end of the AGM in 2009, unless it is renewed at that meeting. At present, the Directors don’t intend to use the authority except:
To disapply share pre-emption rights
If shares are being issued for cash, the Companies Acts say that those shares have to be offered to existing shareholders first – in proportion to the number of shares they already hold. This is called a pre-emption right. There may be times when it is in Standard Life’s best interests for the Directors to issue shares in another way.
We are asking you to authorise the Directors to do this (and to authorise certain adjustments that may be made for technical reasons in connection with rights issues or other pre-emptive issues), up to a maximum total nominal amount of £10,870,947 – 5% of our total issued share capital on 10 March 2008.
Resolution 10 – special resolution:
To give the Company authority to buy back up to 10% of its issued ordinary shares
The Directors are committed to managing the Company’s share capital effectively, and buying back some of the Company’s shares is one of the options they review from time to time. We will only buy back shares if the Directors believe it is in our shareholders’ best interests and if it will increase earnings per share. The Directors do not currently intend to use this authority, so this resolution is included to provide flexibility.
Any buy back by the Company of its own shares on the market would be on these terms:
To provide limited authority to the Company and its subsidiaries to make political donations and to incur political expenditure
The Companies Act 2006 says that UK companies cannot incur any ‘political expenditure’ or make any ‘political donations’ to political organisations, parties or independent election candidates without shareholder approval. This legislation is very broadly drafted and there is a concern – shared by many other listed companies – that normal business activities could inadvertently be caught by it. For example, it could catch the funding of seminars and other functions that politicians may be invited to, supporting organisations that are involved in policy review and law reform – and even matching employees’ donations to some charities.
Standard Life has a long-standing policy not to make payments to political parties or election candidates, and we intend that this will remain the case. However, the consequences of failing to comply with the legislation would be serious, so – like other listed companies – we are asking for your authority as a precaution in case we inadvertently contravene the legislation.
Resolution 12 – special resolution:
To adopt new articles of association
It is proposed to adopt new articles of association at the AGM to update the Company’s current articles of association. The updates are mainly to take account of changes in company law brought about by the Companies Act 2006. The main changes introduced in the new articles are summarised on pages 18 to 20 of the AGM Guide(448Kb). Other more minor, technical or clarificatory changes are not described there, but a copy of the new articles showing all the changes is available for you to inspect. Page 15 of the AGM Guide tells you where you can see it. Please note that some additional provisions of the Companies Act 2006 are expected to come into force during 2009. Also, various regulations which relate to some of these provisions have yet to be finalised. Because of this, we will need to review the articles of association again in due course to reflect these additional provisions. As there are likely to be quite a few extra changes to the articles as a result of this, we expect to propose the adoption of a further new set of articles of association at the AGM in 2009.
Note:
Standard Life plc does not currently hold any shares in treasury, and there were no warrants in relation to our shares outstanding when the AGM Guide(448Kb) was printed. This means that the percentages of the issued share capital given in resolutions 8 to 10 are not affected by the existence of any treasury shares or warrants.
The resolutions that we’re asking you to vote on are written in a way that makes them legally valid. To help make things clearer, we have explained each resolution here.
The Directors consider all the resolutions to be in the best interests of the Company and our shareholders as a whole and unanimously recommend that shareholders vote in favour of them.
If you have any questions about the resolutions, just call us and we will be pleased to help – find out how to get in touch in contact details.
| Resolution 1 - | To receive and consider the 2007 Annual Report and Accounts |
| Resolution 2 - | To approve the Directors’ Remuneration Report |
| Resolution 3 - | To declare a final dividend for 2007 |
| Resolution 4 - | To re-appoint PricewaterhouseCoopers LLP as auditors |
| Resolution 5 - | To authorise the Directors to set the auditors’ fees |
| Resolution 6A and 6B - | Individual re-election of Directors |
| Resolution 7 - | Election of Colin Buchan as a Director |
| Resolution 8 - | To authorise the Directors to issue further shares |
| Resolution 9 - | To disapply share pre-emption rights |
| Resolution 10 - | To give the Company authority to buy back up to 10% of its issued ordinary shares |
| Resolution 11 - | To provide limited authority to the Company and its subsidiaries to make political donations and to incur political expenditure |
| Resolution 12 - | To adopt new articles of association |
Resolution 1 – ordinary resolution:
To receive and consider the 2007 Annual Report & Accounts
The directors of a company usually present each year’s Annual Report and Accounts at the AGM. This year many of you will have accessed our Annual Report and Accounts online. This fast, efficient, eco-friendly way of giving you information helps us cut the amount of paper we use – which is good for the planet, good for our business and good for our shareholders. We will be asking you to receive the Annual Report and Accounts for 2007, including the reports of the Directors and the auditors on the accounts, formally at the AGM.
To approve the Directors’ Remuneration Report
The Directors’ Remuneration Report, which sets out how much each Director received in pay and benefits in 2007, is in the Annual Report and Accounts.
We will be asking you to approve this.
Resolution 3 – ordinary resolution:
To declare a final dividend for 2007
The Directors are recommending that a dividend is paid to shareholders. We will be asking you to approve the proposed payment of a final dividend of 7.7p on each share for 2007. If this is approved at the AGM, the dividend will be paid on 30 May 2008 to shareholders whose names were on the register of members at close of business on 25 March 2008.
Resolution 4 – ordinary resolution:
To re-appoint PricewaterhouseCoopers LLP as auditors
We have to appoint auditors at every general meeting where we present accounts to shareholders. The auditors’ appointment usually lasts from one AGM until the end of the following year’s AGM. We will be asking you to re-appoint PricewaterhouseCoopers LLP as our auditors until the end of our next AGM.
Resolution 5 – ordinary resolution:
To authorise the Directors to set the auditors’ fees
It is usual for a company’s directors to be authorised to agree the auditors’ fees. We will be asking you to authorise the Directors to set the auditors’ fees for 2008.
Resolutions 6 A and B – ordinary resolutions:
Individual re-election of Directors
In line with the Company’s articles of association, Lord Blackwell, Keith Skeoch and Hugh Stevenson will be retiring at this year’s AGM. Lord Blackwell and Keith Skeoch will be standing for re-election with the recommendation of the Board. We will be asking you to vote to re-elect them individually. The biographies of Lord Blackwell and Keith Skeoch are on page 10 of the AGM Guide
(448Kb).As Lord Blackwell is a non-executive Director, the Combined Code on Corporate Governance recommends confirmation be given of whether his formal performance evaluation shows that he continues to be effective and to demonstrate commitment to his role, both generally and relating to the time he commits to Board, committee and subsidiary board meetings.
“I am not only able, but pleased to do this. Both Lord Blackwell and Keith Skeoch have made a valuable contribution to Standard Life in their roles as Directors and I am confident that they will continue to do so.”Resolution 7 – ordinary resolution:
Gerry Grimstone, Chairman
Election of Colin Buchan as a Director
We will be asking you to vote to elect Colin Buchan as a Director of the Company. Colin Buchan was appointed to the Board in January this year and is retiring at the AGM in line with the articles of association.
Colin Buchan’s biography is on page 10 of the AGM Guide
(448Kb).Resolution 8 – ordinary resolution:
To authorise the Directors to issue further shares
The Directors are committed to managing the Company’s share capital effectively, and issuing shares is one of the choices they review from time to time. Most listed companies renew their directors’ authority to issue shares at each AGM. This gives shareholders the chance to approve the authority regularly, and also takes account of changes in the issued share capital since the last AGM.
We will be asking you to authorise the Directors to issue extra shares up to a total nominal amount of £72,472,980 – one third of our total issued share capital on 10 March 2008. This authority will expire at the end of the AGM in 2009, unless it is renewed at that meeting. At present, the Directors don’t intend to use the authority except:
- to issue shares to employees of the Group in line with the terms of the Standard Life Share Plan, and
- to satisfy options granted to executives under our long-term incentive plan – see the Directors’ Remuneration Report in the Annual Report and Accounts, and
- to make any remaining adjustments to demutualisation and bonus share entitlements.
To disapply share pre-emption rights
If shares are being issued for cash, the Companies Acts say that those shares have to be offered to existing shareholders first – in proportion to the number of shares they already hold. This is called a pre-emption right. There may be times when it is in Standard Life’s best interests for the Directors to issue shares in another way.
We are asking you to authorise the Directors to do this (and to authorise certain adjustments that may be made for technical reasons in connection with rights issues or other pre-emptive issues), up to a maximum total nominal amount of £10,870,947 – 5% of our total issued share capital on 10 March 2008.
Resolution 10 – special resolution:
To give the Company authority to buy back up to 10% of its issued ordinary shares
The Directors are committed to managing the Company’s share capital effectively, and buying back some of the Company’s shares is one of the options they review from time to time. We will only buy back shares if the Directors believe it is in our shareholders’ best interests and if it will increase earnings per share. The Directors do not currently intend to use this authority, so this resolution is included to provide flexibility.
Any buy back by the Company of its own shares on the market would be on these terms:
- the maximum number of ordinary shares we can buy is 217,418,940 – 10% of our total issued share capital on 10 March 2008,
- the maximum price (not including expenses) we can pay for each share is the higher of:
- 5% above the average middle market price of the share. This is based on the London Stock Exchange Daily Official List for the five business days immediately before the day we formally agree to buy the shares, and
- the higher of the price of the last independent trade and the highest independent bid price taken from the London Stock Exchange Daily Official List at the time we buy the shares,
- the lowest price (not including expenses) we can pay for each share is 10 pence,
- the authorisation will last for one year from the date of the resolution – or until the next AGM, if that is later,
- if we agree to buy back shares before this authority expires, the purchase may be completed after the authority expires, and
- any shares we buy under this authority may either be cancelled or held in treasury.
Treasury shares can be cancelled by the Company, sold for cash or used for the purposes of an employee share scheme. No dividends are paid on shares held as treasury shares, and they don’t have any voting rights.
This resolution reflects the current laws and regulations that apply to companies asking for authority to buy back their own shares. It also follows the relevant investor protection guidelines, which are more restrictive in some ways.
The total number of options to subscribe for ordinary shares currently outstanding is 6,828,663. This represents 0.45% of the Company’s issued share capital on 10 March 2008. If the Company bought back the maximum number of shares allowed under this resolution and all those shares were cancelled, the total number of options outstanding would represent 0.50% of the Company’s issued share capital on 10 March 2008.
To provide limited authority to the Company and its subsidiaries to make political donations and to incur political expenditure
The Companies Act 2006 says that UK companies cannot incur any ‘political expenditure’ or make any ‘political donations’ to political organisations, parties or independent election candidates without shareholder approval. This legislation is very broadly drafted and there is a concern – shared by many other listed companies – that normal business activities could inadvertently be caught by it. For example, it could catch the funding of seminars and other functions that politicians may be invited to, supporting organisations that are involved in policy review and law reform – and even matching employees’ donations to some charities.
Standard Life has a long-standing policy not to make payments to political parties or election candidates, and we intend that this will remain the case. However, the consequences of failing to comply with the legislation would be serious, so – like other listed companies – we are asking for your authority as a precaution in case we inadvertently contravene the legislation.
Resolution 12 – special resolution:
To adopt new articles of association
It is proposed to adopt new articles of association at the AGM to update the Company’s current articles of association. The updates are mainly to take account of changes in company law brought about by the Companies Act 2006. The main changes introduced in the new articles are summarised on pages 18 to 20 of the AGM Guide
(448Kb). Other more minor, technical or clarificatory changes are not described there, but a copy of the new articles showing all the changes is available for you to inspect. Page 15 of the AGM Guide tells you where you can see it. Please note that some additional provisions of the Companies Act 2006 are expected to come into force during 2009. Also, various regulations which relate to some of these provisions have yet to be finalised. Because of this, we will need to review the articles of association again in due course to reflect these additional provisions. As there are likely to be quite a few extra changes to the articles as a result of this, we expect to propose the adoption of a further new set of articles of association at the AGM in 2009.Note:
Standard Life plc does not currently hold any shares in treasury, and there were no warrants in relation to our shares outstanding when the AGM Guide
(448Kb) was printed. This means that the percentages of the issued share capital given in resolutions 8 to 10 are not affected by the existence of any treasury shares or warrants.