- Shareholder Information
Notice of Meeting
Resolution 13: Authority to make market purchases of shares
Given the uncertainty of the UK housing market, the Board has decided to temporarily suspend the buyback programme until conditions improve. As indicated at the time of our preliminary results on 6 March 2008, the Board will continue to review the phasing and pace of the buyback programme in light of market conditions. Accordingly, the Board wishes to renew its existing authority to purchase its ordinary shares in the market. Any purchases under the authority would be made in one or more tranches and would be limited in aggregate to 10 per cent of the ordinary shares in issue at the close of business on 26 February 2008. The authority will enable the Company to continue with the share buyback programme announced on 6 August 2007 as and when the Board determines that it is appropriate to do so. Since the announcement of the programme, the Company has purchased a total of 94,799,880 shares for an aggregate consideration of £249,989,801.
The maximum price to be paid on any exercise of the authority would not exceed 105 per cent of the average of the middle market quotations for the Company's ordinary shares for the five business days immediately preceding the date of the purchase. Shares purchased pursuant to these authorities will be held as treasury shares, which the Company can re-issue quickly and cost-effectively, and provides the Company with additional flexibility in the management of its capital base. The total number of shares held as treasury shall not at any one time exceed 10 per cent of the Company's issued share capital. Accordingly, any shares bought back over the 10 per cent limit will be cancelled. Following the purchases made pursuant to the shareholder authority granted on 29 May 2007, the Company currently holds a total of 102,732,927 shares in treasury (representing 9.7 per cent of its issued share capital).
The total number of options to subscribe for ordinary shares outstanding as at the close of business on 26 February 2008 was 23,667,896, representing approximately 2.2 per cent of the issued ordinary share capital of the Company (excluding treasury shares) as at that date and approximately 2.3 per cent of the Company's issued ordinary share capital following any exercise in full of this authority to make market purchases.
At the Company's Annual General Meeting on 2 May 2007, shareholders authorised the purchase of up to 59,415,008 shares. At the Company's Extraordinary General Meeting on 29 May 2007, shareholders authorised an increase of a further 55,276,873 shares, aggregating 114,691,881 shares.
Special Business
Ordinary Resolutions
Resolution 14: Approval of the Directors' Remuneration
Report for the year ended 31 December 2007
The Directors' Remuneration Report for the year ended 31 December 2007 has been prepared in accordance with Schedule 7A to the Companies Act 1985 ('the Companies Act'). Section 241A of the Companies Act requires the Company to submit the report to shareholders for their approval by way of an ordinary resolution for its approval to be put to shareholders and voted on at a general meeting of the Company before which the annual accounts for the financial year are to be laid. The Directors' Remuneration Report is given in Report and Accounts. The Board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company's overall objectives. The vote on the Remuneration Report has advisory status in respect of the remuneration policy and overall remuneration packages and is not specific to individual levels of remuneration.
Resolution 15: Authority to make political donations
In order to comply with its obligations under the Companies Act 2006 and to avoid any inadvertent infringement of the Companies Act 2006, the Board wishes to renew its existing authority for a general level of donation. Resolution 15 seeks to renew the existing authority for the Company to make political donations and incur political expenditure. The Companies Act 2006 requires this authority to be divided into three heads with a separate amount specified as permitted for each. We have specified an amount not exceeding £250,000 for each head of the authority, meaning that Resolution 15 would authorise the Company and its subsidiaries together to incur expenditure/make donations of up to £750,000 in aggregate. In accordance with the Companies Act 2006, Resolution 15 extends approval to all of the Company's subsidiaries.
This authority will last until the earlier of 16 July 2009 and the conclusion of the Company's Annual General Meeting in 2009, unless renewal was sought by further resolution at that meeting.
The Company and the Group have not made any donations to political parties since the resolution passed at the previous Annual General Meeting. It is not our policy to do so in the future and we have no present intention of making any significant political donations in the UK. Nevertheless, the Companies Act 2006 defines political organisations very widely and, as a result, in certain circumstances, donations made for charitable or similar purposes may now be treated as a donation to a political organisation. For example, a donation to a humanitarian charity which operates as a political lobby, sponsorship, subscriptions, paid leave to employees fulfiling public duties and payments to industry representative bodies may constitute a donation to a political organisation within the current definitions.
Details of charitable donations appear in Report and Accounts.
Resolutions 16 and 17: Adoption of the Taylor Wimpey
Performance Share Plan and the Taylor Wimpey Share Option Plan
The Remuneration Committee has recently carried out a thorough review of executive remuneration in order to ensure that, following the Merger, long term incentive arrangements are both internally aligned and are effective in supporting the achievement of the Company's strategic priorities.
In conducting the review the Committee has been mindful of changes in the external environment and corporate governance good practice since the inception of the existing Taylor Woodrow and George Wimpey long term incentive arrangements. During the review the Committee was advised by independent remuneration consultants Mercer.
The Committee concluded that a new Taylor Wimpey Performance Share Plan and Taylor Wimpey Share Option Plan (together the 'Plans') should be introduced. The Plans have been designed to deliver a common and flexible long term incentive framework across the merged business that clearly aligns senior executive reward with the interests of shareholders using not only measures of external value creation but also critical internal financial measures of shareholder return.
Awards may be granted to senior executives over shares worth up to 300% of their base salaries in any financial year under each Plan. For Executive Directors that annual limit is 200% for each Plan subject to the discretion of the Committee in exceptional circumstances to award up to 300% as referred to in the Appendices. The maximum expected value of awards under both Plans combined in any financial year for Executive Directors will not exceed the expected value of a Taylor Wimpey Performance Share Plan Award of 200% of salary (face value). The extent that these shares vest will depend on the Company's performance over a threeyear period.
The Directors are therefore seeking authority to adopt the Plans, whose principal terms are summarised in Appendices 1 and 2. The Directors are also seeking the power to do all things that they consider necessary to implement the Plans, including the ability to adopt further plans based on them in order to grant awards to employees outside the UK but subject to the same individual and aggregate limits.
Documents available for inspection
Copies of the rules of the Plans may be inspected as noted in Appendix 3.
Special Resolution
Resolution 18: Adoption of new articles of association
It is proposed in Resolution 18 to adopt new articles of association (the 'New Articles') in order to update the Company's current articles of association (the 'Current Articles') primarily to take account of changes in English Company law brought about by the Companies Act 2006.
The principal changes introduced in the New Articles are summarised in Appendix 3. Other changes, which are of a minor, technical or clarifying nature and also some more minor changes which merely reflect changes made by the Companies Act 2006 are not noted in the Appendix. The New Articles showing all the changes to the Current Articles are available for inspection, as noted in Appendix 3.
By Order of the Board
James Jordan
Group Company Secretary and General Counsel
Taylor Wimpey plc
80 New Bond Street
London W1S 1SB
5 March 2008
Registered in England and Wales
Registration No. 296805