OF A DIVIDEND
The Directors recommend a final dividend for the financial year ended 31 December 2014 of 14.37 cents (9.52 pence) per ordinary share. The final dividend will be paid on 22 May 2015 in Pounds Sterling to ordinary shareholders and in US Dollars to American Depositary Holders who were registered at the close of business on 24 April 2015.
The rate of exchange used to determine the Pound Sterling amount equivalent was the average of the daily spot rates for the three business days prior to the business day before the announcement of the US Dollar dividend, on 3 February 2015.
An interim dividend for the year ended 31 December 2014 of 14.38 cents (8.47 pence) per ordinary share was paid on 12 September 2014.
RESOLUTION 4: ELECTION OF DIRECTOR
In accordance with the Company’s Articles of Association and in line with the provisions of the UK Corporate Governance Code (the Code), each new Director appointed to the Board is subject to election by shareholders at the first AGM following their appointment. On 9 February 2015, Helge Lund was appointed as an Executive Director and Chief Executive. Mr Lund is standing for election with the full support of the Board and the Board unanimously recommends that he is elected as a Director of the Company. Full biographical details of all Directors are provided on pages 46 and 47 of the Company’s Annual Report and Accounts and are available to view on the Company’s website.
RESOLUTIONS 5 TO 16: RE-ELECTION OF DIRECTORS
All of the existing Directors covered in these Resolutions are standing for re-election, in line with Section B.7.1 of the Code which states that all directors of FTSE 350 companies should be subject to annual re-election by shareholders. Biographical details of all these Directors, including an explanation of how they individually contribute to the overall effectiveness of the Board, are set out on pages 46 and 47 of the Annual Report and Accounts and are available to view online at www.bg-group.com/leadership
During the year, the Nominations Committee considered the continued appointment of Baroness Hogg who has served on the Board for ten years. The Committee considered that Baroness Hogg should be invited to remain as a Non-Executive Director for a further year in light of her accumulated knowledge of the Group and her broad City, business, regulatory
and government expertise. In making this decision, the Committee took into consideration that Baroness Hogg’s skills and experience would prove useful during a key transition period for the Group. In reviewing the recommendations of the Nominations Committee concerning the re-election of Non-Executive Directors, the Board has concluded that all Non-Executive Directors, with the exception of the Chairman who was considered independent upon appointment in line with the Code, are independent for the purposes of the Code. In addition, and following the annual evaluation exercise conducted during the year, the Board considers that each Director continues to make an effective and valuable contribution and demonstrates commitment to the role. Further details regarding this determination are available on page 51.
Accordingly, the Board unanimously recommends the re-election of each of these Directors.
RESOLUTIONS 17 TO 18: RE-APPOINTMENT AND REMUNERATION OF AUDITOR
The Audit Committee has recommended to the Board that Ernst & Young LLP be re-appointed as auditor of the Company. The Directors recommend their re-appointment and seek authority for the Audit Committee to determine the level of the auditor’s remuneration.
RESOLUTION 19: POLITICAL DONATIONS
The Act prohibits companies from making any political donations to EU political organisations or independent candidates, or incurring EU political expenditure, unless authorised by shareholders in advance.
The Company does not make, and does not intend to make, donations to EU political organisations or independent election candidates, nor does it incur any EU political expenditure. However, the definitions of these terms used in the Act are very wide and as a result this can cover activities such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties and support for bodies representing the business community in policy review or reform.
Directors seek shareholder approval on a precautionary basis only, to allow the Company, and all the companies that are subsidiaries of the Company during the relevant period, to continue to support the community and put forward its views to wider business and government interests, without running the risk of being in breach of the legislation.
This document is important and requires your immediate attention. If you are in any doubt about its content, you should immediately consult your stockbroker, solicitor, accountant or other professional adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in the Company, please send this document and all accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through or to whom the sale or transfer was effected so that they can be passed onto the person who owns the shares. DIRECTORS’ RECOMMENDATION
It is the Directors’ belief that the proposed Resolutions will promote the success of the Company and are in the best interests of the Company and shareholders as a whole. You are encouraged to vote in favour of all of the Resolutions, as each Director intends to do in respect of their own beneficial holdings.
EXPLANATORY NOTES TO THE RESOLUTIONS2
RESOLUTION 1: ANNUAL REPORT AND ACCOUNTS
The Directors ask that shareholders receive the Accounts of the Company for the financial year ended 31 December 2014, the Directors’ report and the auditor’s report on the Accounts.
RESOLUTION 2: DIRECTORS’ ANNUAL REPORT ON REMUNERATION (ANNUAL REMUNERATION REPORT)
The Annual Remuneration report provides a detailed review of how the Company has implemented its Directors’ Remuneration Policy (the Policy) during 2014, including details of the remuneration (including share awards) paid to the Directors during the year. The Policy was approved by shareholders at the 2014 AGM. A copy of the full Policy is available
at www.bg-group.com/remunerationpolicy
and a summary table is set out on pages 64 and 65. In compliance with Section 439A of the Act, and in line with best practice recommended by the Investment Association (IA) (previously the Association of British Insurers), the Directors intend to seek shareholder approval of the Policy every three years, except in the event that a change to the Policy is proposed or the advisory vote on the Directors’ Annual Report on Remuneration is not passed in any year subsequent to the approval of the Policy. The vote on the Annual Remuneration report is advisory in nature, meaning that payments already made to Directors will not have to be repaid in the event that the Resolution is not passed.
to their existing holdings up to 1 138 138 705 ordinary shares (representing approximately 1/3 of the Company’s issued share capital (excluding treasury shares) at the last practicable date prior to the publication of this Notice), subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the Directors see fit; and
b) ordinary shares up to a maximum nominal value of £17 072 080, representing approximately 5% of the Company’s issued share capital (excluding treasury shares) at the last practicable date prior to the publication of this Notice, otherwise than in connection with an offer to existing shareholders.
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. These principles provide that companies should consult shareholders prior to issuing, other than to existing shareholders, shares for cash representing in excess of 7.5% of the Company’s issued ordinary share capital (excluding treasury shares) in any rolling three-year period.
The authority contained in this Resolution 21 will expire upon the expiry of the general authority conferred in Resolution 20 (being at the conclusion of the next AGM in 2016 or 1 June 2016, whichever is the earlier).
RESOLUTION 22: AUTHORITY TO MAKE MARKET PURCHASES OF OWN ORDINARY SHARES
No shares were bought back under the current authority and the Directors have no present intention to exercise the authority to purchase the Company’s ordinary shares. The Directors would only exercise this authority if the impact were to increase earnings per share and would be of benefit to shareholders as a whole. The Resolution seeks authority from shareholders, under Section 701 of the Act, for the Company to purchase (within the meaning of Section 693(4) of the Act) its own ordinary shares and specifies the maximum number of shares that may be acquired (10% of the Company’s issued share capital (excluding treasury shares)) and the maximum and the minimum prices at which they may be bought.
Any ordinary shares purchased in this way will be cancelled, unless the Directors determine
they are subsequently resold or transferred out of treasury.
Ordinary shares are held in treasury in accordance with Section 724 of the Act and may be used to satisfy awards under the Company’s share schemes pursuant to Section 727 of the Act. Treasury shares have no entitlements to dividend payments or voting rights. Any treasury share sold becomes an ordinary share and would count towards the allotment thresholds disclosed. As at the last practicable date prior to the publication of this Notice, the total number of options outstanding over ordinary shares was 5 034 384, representing 0.15% of the issued share capital of the Company (excluding treasury shares). If the existing authority given at the 2014 AGM and the authority now being sought were used to their fullest extent, these options would represent 0.18% of the Company’s issued share capital (excluding treasury shares).
RESOLUTION 23: NOTICE OF GENERAL MEETINGS
The Directors seek shareholder approval to retain the flexibility, under the provisions of the Act, to hold a general meeting on 14 clear days’ notice (other than for an AGM). By law (the Act), the minimum notice period for general meetings of listed companies is 21 clear days, but companies may reduce this period to 14 clear days, other than for Annual General Meetings, provided that: a) the Company offers facilities for all
shareholders to vote by electronic means; and
b) shareholder approval for holding general meetings on 14 clear days’ notice has been received by special resolution at the most recent AGM. Such a resolution was proposed and passed at last year’s AGM.
It is not the Directors’ intention to exercise this authority. However, the Board wishes to preserve the ability to consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is appropriate, taking into account the circumstances, including whether the business of the meeting is time sensitive. The approval will be effective until the conclusion of the Company’s next AGM. The Board is therefore seeking authority,
under Sections 366 and 367 of the Act, to make political donations to EU political parties and independent election candidates not exceeding £15 000 in total, to make political donations to EU political organisations other than political parties not exceeding £15,000 in total and to incur EU political expenditure not exceeding £20 000 in total.
In line with best practice guidelines, this resolution is put to shareholders annually rather than every four years as required by the Act. For the purposes of this resolution, the terms ‘political donations’, ‘political organisations’, ‘independent election candidate’ and ‘political expenditure’ shall have the meanings given to them in Sections 363 to 365 of the Act.
RESOLUTION 20: AUTHORITY TO ALLOT SHARES
The Directors seek shareholder approval to allot ordinary shares, in accordance with Section 551 of the Act, up to a maximum nominal amount of £113 813 870, representing approximately 1/3 of the Company’s issued share capital (excluding treasury shares) as at the last practicable date prior to the publication of this Notice. The Company is currently holding 206 948 325 ordinary shares in treasury, representing 6.06% of the Company’s issued share capital (excluding treasury shares).
The Board has taken into consideration the IA share management guidelines but, as in previous years, does not intend to seek shareholders’ authority to allot an additional 1/3 of issued share capital.
The Directors have no present intention to allot new ordinary shares other than pursuant to employee share plans. The authority sought will last until the conclusion of the next AGM in 2016 or 1 June 2016, whichever is the earlier.
RESOLUTION 21: DISAPPLICATION OF PRE-EMPTION RIGHTS
Further to the authority sought under Resolution 20 above, the Directors seek further approval to allot ordinary shares for cash (within the meaning of Section 560 of the Act), and/or to sell treasury shares, in certain circumstances, without having to offer such shares to existing shareholders. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines in order to be able to respond to market developments and have no present
STR A TE G IC R EP O R T C O R P O R A TE GO V ER N A N C E FI N A N C IA L S TA TE M EN TS SH A R EHOL D ER IN FOR M A TION