- Shareholder Information
Notice of Meeting
Explanation of Resolutions
Ordinary Business
Ordinary Resolutions
Resolution 1: To receive the annual accounts
English Company law requires the Directors to lay the annual accounts of the Company for the year ended 31 December 2007 and the reports of the Directors and Auditors before a general meeting of the Company.
Resolution 2: To declare a final dividend
The Directors recommend the payment of a final dividend of 10.25 pence per share in respect of the year ended 31 December 2007. If approved at the Annual General Meeting, the dividend will be paid on 1 July 2008 to shareholders who are on the Register of Members at the close of business on 23 May 2008.
Dividend Re-Investment Plan
The Company has a Dividend Re-Investment Plan (the 'DRI Plan') which is administered by the DRI Plan Administrator, Capita IRG Trustees Limited, which is authorised and regulated by the Financial Services Authority. The DRI Plan offers shareholders the opportunity to elect to invest cash dividends received on their ordinary shares, in purchasing further ordinary shares of the Company. These shares would be bought in the market, on competitive dealing terms.
Full details of the terms and conditions of the DRI Plan and the actions required to participate in it are available on the Company's website www.taylorwimpey.com or on request from our Registrar, Capita Registrars.
Resolutions 3 to 9: Election of Directors
The current Articles of Association provide that:
- any Director appointed since the previous Annual General Meeting shall retire from office and may seek election;
- each year the nearest whole number to one third (but not exceeding one third), of the Board of Directors (excluding Directors appointed since the previous Annual General Meeting) are required to retire from office by rotation and may seek re-election.
In addition, the Combined Code on Corporate Governance requires each Director to seek re-appointment at least every three years.
The following Directors will therefore retire from office, and all being eligible, will offer themselves for election or re-election (as appropriate):
- Peter Redfern, Brenda Dean, Anthony Reading, Ian Sutcliffe and David Williams - all appointed by the Board since the last Annual General Meeting;
- Peter Johnson - retires by rotation in accordance with the Articles of Association and seeks re-election;
- Andrew Dougal - retires in accordance with the Combined Code and seeks re-election.
Brenda Dean, Andrew Dougal, Anthony Reading and David Williams are Non Executive Directors. The Board has reviewed and re-affirmed that it considers all the Non Executive Directors to be independent in character and judgment.
Details of Directors' service contracts, remuneration and interests in the Company's shares and other securities are given in the Directors' Remuneration Report to shareholdersgiven in Report and Accounts. Biographical information concerning each Director is given in Report and Accounts.
The following information is given in support of the Board's proposal for the election or re-election (as appropriate) of these Directors:
Peter Redfern - Group Chief Executive
Pete Redfern joined the Board on 3 July 2007 upon completion of the merger between Taylor Woodrow and George Wimpey (the 'Merger'), when he was appointed Group Chief Executive of the Company. He is a member of the Nomination and Corporate Responsibility Committees. He brings to the Company a wide range of experience as a leader of a major housebuilder in the UK and overseas. His previous experience includes the successive roles of Finance Director, Managing Director and Chief Executive of George Wimpey's UK housing business. Prior to joining the Group, he was Finance Director of Rugby Cement.
Baroness Dean of Thornton-le-Fylde - Independent Non Executive Director
Brenda Dean was appointed a Non Executive Director upon completion of the Merger. She is a member of the Remuneration, Nomination and Corporate Responsibility Committees. She is a member of the House of Lords and is active in a number of public areas. She is Chairman of the New Covent Garden Market Authority, a member of the House of Lords Appointments Commission and a Non Executive Director of Dawson Holdings PLC. She was previously a Non Executive Director of George Wimpey Plc.
Anthony Reading MBE - Independent Non Executive Director
Tony Reading was appointed a Non Executive Director upon completion of the Merger. He is Chairman of the Remuneration Committee and a member of the Audit and Nomination Committees. He was previously a Director of Tomkins Plc and Chairman and Chief Executive of Tomkins Corp. USA, and a Non Executive Director of George Wimpey Plc. He is a Non Executive Director of The Laird Group Plc, Spectris Plc and e2v Technologies plc.
Ian Sutcliffe - Executive Director
Ian Sutcliffe was appointed Chief Executive, Taylor Wimpey UK upon completion of the Merger with George Wimpey. He is a member of the Corporate Responsibility Committee. He previously held a number of senior roles for Shell Oil, including Vice President Retail, and was Managing Director of George Wimpey's UK housing business.
David Williams - Independent Non Executive Director and Senior Independent Director
David Williams was appointed a Non Executive Director and designated as the Senior Independent Director upon completion of the Merger. He is a member of the Audit, Remuneration and Nomination Committees. He was Finance Director of Bunzl plc until January 2006 and a Non Executive Director of George Wimpey Plc. He is a Non Executive Director of DP World Limited (Dubai), Meggitt PLC, Mondi PLC and Tullow Oil plc.
Peter Johnson - Group Finance Director
Peter Johnson has been Finance Director of the Company since his appointment in November 2002. He is an experienced financial executive with a strong background in financial services and property investment, in both the UK and North America. He is also a Non Executive Director of Shanks Group plc and Oriel Securities Limited.
Andrew Dougal - Independent Non Executive Director
Andrew Dougal has been a Non Executive Director of the Company since November 2002. A Chartered Accountant, he has been the Chairman of the Audit Committee since January 2004. He is also a member of the Nomination and Corporate Responsibility Committees. He is a Director of Premier Farnell plc and Creston plc. He was formerly Group Finance Director of Hanson, the conglomerate, until its demerger and subsequently Group Chief Executive of Hanson Plc, the international building materials Company, and a Non Executive Director of BPB Plc.
The Board confirms that each of the Directors proposed for election or re-election have recently been subject to formal performance evaluation, details of which are set out in the Corporate Governance Report, and that each continues to demonstrate commitment and to be an effective member of the Board.
Resolution 10: Re-appointment of Deloitte & Touche LLP ('Deloitte') as auditors of the Company and authorisation of the Audit Committee to fix their remuneration on behalf of the Board.
In accordance with English Company law, the Company is required to appoint auditors at each general meeting at which accounts are laid before the shareholders. It is therefore being proposed that the auditors are appointed from the conclusion of the 2008 Annual General Meeting until the conclusion of the next general meeting at which accounts are laid before shareholders.
During 2007, following the Merger, a competitive tender for future external audit work was carried out as described in the Corporate Governance Report. This resulted in Deloitte being confirmed as external auditors to the Company. The Board recommends the re-appointment of Deloitte as the Company's auditors and also seeks shareholders' authority for the Audit Committee to determine on behalf of the Board the remuneration of Deloitte for their services.
The Board has adopted a procedure governing the appointment of Deloitte to carry out non-audit services, details of which are given in the Corporate Governance Report. Details of non-audit services performed by Deloitte in 2007 are given in Report and Accounts.
Resolution 11: Authority to allot shares
The Board wishes to renew the existing authority to allot relevant securities under the provisions of Section 80 of the Companies Act 1985. The authority would apply for the period commencing on the passing of this Resolution and ending at the Annual General Meeting of the Company in 2009. It is proposed to authorise the Board to allot ordinary shares up to a maximum of £87,963,850 in nominal value (equivalent to 351,855,400 ordinary shares), representing approximately 33.3 per cent of the existing issued ordinary share capital of the Company excluding 102,732,927 treasury shares as at the close of business on 26 February 2008. The Company held 102,732,927 shares in treasury (representing approximately 9.7 per cent of the issued ordinary share capital of the Company excluding treasury shares) as at the close of business on 26 February 2008. The Board has no present intention of exercising the power which such authority would confer.
Special Resolutions
Resolution 12: Authority to dis-apply pre-emption rights
The Board wishes to renew the existing authority permitting the Board to allot equity securities for cash for the purpose of a rights issue, open offer or any other preemptive offer (including the sale of any ordinary shares held in treasury) to shareholders and otherwise up to £14,478,725 in nominal value (equivalent to 57,914,900 ordinary shares). This represents approximately 4.99 per cent of the Company's issued ordinary share capital as at the close of business on 26 February 2008. The authority would also enable the Board in the event of a rights issue, open offer or other pre-emptive offer to make adjustments to deal with overseas shareholders, fractional entitlements and other legal or practical problems. The authority will expire at the conclusion of the Annual General Meeting of the Company in 2009. The Board has no present intention of exercising the authority which such a Resolution would confer.