142
IMI plc
As at 31 December 2014, 14,248,836 ordinary shares (nominal value
£4,071,096) were held in treasury representing 5.24% of the issued share capital
(excluding treasury shares) at that time. The maximum number of shares held
in treasury during the year ended 31 December 2014 was 30,883,095. On 16
January 2014, the Company cancelled 14,598,706 ordinary shares of 25p each
held in treasury and on 13 February 2014 the Company cancelled 5 ordinary
shares of 25p each held in treasury.
Substantial shareholdings
Information provided to the Company pursuant to the Disclosure and
Transparency Rules is published on a regulatory information service and on the
Company’s website. As at 31 December 2014, the following voting interests in
the ordinary share capital of the Company, disclosable under the Disclosure and
Transparency Rules, had been notified to the Company:
1
As of the date in the notification to the Company
Subsequent to 31 December 2014 and up to the date of this Report, the
Company was notified that the interests of Standard Life Investments Limited
were 8.00%.
As far as the Company is aware, there are no persons with substantial holdings
in the Company other than those noted above.
Statement on corporate governance
The required disclosures are contained in the Corporate Governance Report
on pages 42 to 51 and are incorporated into this report by reference.
Employment policies
The Group continues to support employee involvement at all levels in the
organisation and strongly encourages each of its businesses to keep its
employees informed on Group and individual business developments and
to make its employees aware of the financial and economic factors affecting
the performance of the business in which they work, using their own
consultation and communication methods. During the year, we put in place
a global intranet that all employees are able to access. We also introduced a
cross-divisional newsletter that is produced bi-anually and features success
stories and news from around the globe. A European Works Council has
been in operation since 2003 and meets at least once a year to exchange
views on pan-European issues facing the Group. At the date of this Annual
Report, there are 17 members of the European Works Council comprising 15
employee representatives nominated from among employees from each of our
European businesses, covering 11 countries, with the balance being Company
appointees. The Group’s financial results and important initiatives such as
health and safety, training and development, and employee engagement are
communicated through a number of mechanisms including the Works Council,
newsletters and intranets for the individual businesses and the Company’s
website and ‘town hall’ meetings.
Share schemes are a long established and successful part of our total reward
package, encouraging and supporting employee share ownership. Further details
of employee share schemes are set out in the Remuneration Report on pages
73 to 75 and in section 4.7 of the financial statements on pages 131 to 133.
A number of people recruitment and development initiatives are co-ordinated
across the Group. These initiatives and the Company’s approach to employee
investment, talent recruitment and development are explained on pages 26
and 27.
Our policy on employee diversity and inclusion is to comply with relevant
legislation in the countries in which we operate and to actively promote our
diversity goal to recruit the very best people to execute our strategic priorities
and to reflect the diverse nature of our global business. Further details of our
approach to diversity and inclusion are set out in pages 26 and 27 and are
incorporated into this report by reference.
At all levels we are focused on increasing our diversity as reflected in the
composition of our Board; further details of the Board composition along
with biographies are set out in pages 44 and 45.
Every effort is made to ensure that applications for employment from disabled
employees are fully and fairly considered and that disabled employees have
equal opportunity in training, succession planning and promotion.
Health, safety and the environment
It is Group policy to maintain healthy and safe working conditions and to operate
in a responsible manner with regard to the environment.
The key statistics for our carbon reporting indicate that our recent performance
in gross tonnes of CO
2
e has been: 2012-71,000, 2013-69,000,
2014
-62,500
We previously reported CO
2
e intensity by normalising against hours worked.
However, in light of other production efficiency measures, this is no longer
considered to be the most appropriate measure. Therefore, we are now
reporting CO
2
e intensity relative to £million sales.
These carbon intensity figures (tonnes/£m sales) have improved equally well:
2012-41.9, 2013-39.6,
2014
-37.4
Our 2014 performance is 11% better than 2012. As our 2015 year-end target is
7.5% below 2012, we plan to ensure that our 2014 performance is maintained
for 2015.
Our CO
2
e accounting methodology follows DEFRA guidelines and includes all
material emissions across IMI.
Further information is also available on our website
Donations
No political donations were made during the year.
Directors
The membership of the Board and biographical details of the directors are given
on pages 44 and 45 and are incorporated into this report by reference. Douglas
Hurt and Anita Frew will retire from the Board at the end of the Annual General
Meeting to be held on 7 May 2015. Daniel Shook became Finance Director
Designate on 1 January 2015 and becomes Finance Director from 1 March 2015.
Phil Bentley stepped down as chair of the Audit Committee and retired from the
Board on 31 December 2014. Ross McInnes was appointed to the Board on
1 October 2014 and assumed the chair of the Audit Committee from 1 January
2015. Both Daniel Shook and Ross McInnes will seek election to the Board for
the first time at the Annual General Meeting to be held on 7 May 2015.
The rules for the appointment and replacement of directors are set out in
the Company’s articles of association. Each new appointee to the Board is
required to stand for election at the next Annual General Meeting following their
appointment. In addition, the Company’s articles of association require each
director to stand for re-election at least once every three years. However, in
accordance with the UK Corporate Governance Code (the ‘Code’), all directors
wishing to serve again will submit themselves for re-election at the next Annual
General Meeting and are recommended for re-election.
The Company maintains directors’ and officers’ liability insurance and all
directors of the Company benefit from qualifying third party indemnity provisions
which were in place during the financial year. At the date of this Annual Report
there are such indemnity arrangements with each director in respect of the costs
of defending civil, criminal and regulatory proceedings brought against them,
in their capacity as a director, where not covered by insurance and subject
always to the limitations set by the Companies Act 2006.
% Held
1
Standard Life Investments Limited
7.01%
Ameriprise Financial, Inc.
5.01%
BlackRock Inc
5.01%
Legal & General Group plc
3.03%
