amendment to the Nominations Committee’s Terms of Reference, LSL has confirmed its commitment to annual elections of its Directors.
The biographical details for all Directors are set out on pages 24 and 25 of this Report.
During the 2012 Board effectiveness review, the performance of the Directors, who are all standing for election, was specifically evaluated and the
Board confirmed that it values the experience and commitment to the business demonstrated by each of these individuals.
Directors’ interests
The interests of the current Directors in LSL are contained within the Directors’ Remuneration Report at page 48. During the period between
31st December 2012 and the date of this Report, there were no changes in the Directors’ interests.
The Board has during the year observed and maintained arrangements for the management and recording of conflicts in line with its policy.
Governance
Directors’ Report and Business Review
This includes the observance of an anti bribery and hospitality policy to ensure compliance with section 176 of the Companies Act 2006.
Further, during the year, no Director was materially interested in any contract that is or was significant to the business of the Group or any subsidiary
undertaking.
Directors’ Service contracts
Details of the Executive Directors’ service agreements and the Non Executive Directors’ letters of appointment are set out in the Directors’
Remuneration Report at page 44 of this Report.
Auditors
Ernst & Young LLP, the external auditor of the Group has advised of its willingness to continue in office and a resolution to re-appoint them to this role
and the authority for their remuneration to be determined by the Directors will be proposed at the AGM. See also the Corporate Governance Report
at page 37.
Details of LSL’s policy designed to safeguard the independence and objectivity of the external auditors is included in the Corporate Governance Report.
Share capital
LSL 0.2p Ordinary Shares are listed on the London Stock Exchange and are the only class of shares in issue.
Rights and obligations Attached to Shares
Each issued share has the same rights attached to it as every other issued share. The rights of each Shareholder include the right to vote at general
meetings, to appoint a proxy or proxies, to receive dividends and to receive circulars from LSL.
Details of share capital are set out in note 24 of the Financial Statements. There have been no changes to the share capital during 2012. A renewal
of the authority for the Directors to allot unissued Ordinary Shares and a renewal of their power to dis-apply statutory pre-emption rights will be
proposed at the AGM. Full details of the deadline for exercising voting rights in respect of the resolutions to be considered at the AGM are set out in the
Notice of Meeting.
Employee Share Schemes
LSL has two employee benefit trusts. The first was established in 2006 prior to LSL’s flotation on the London Stock Exchange and LSL appointed Capita
Trustees Limited (Trustees) to operate the LSL Property Services plc Employee Share Scheme (Trust). The Trustees of this Trust operate both the LSL
Property Services plc Employee Share Incentive Plan (Buy As You Earn) and the Save As You Earn (SAYE) Plans. The Trust is able to acquire and to hold
shares to satisfy options or awards granted under any discretionary share option scheme or long term incentive arrangement operated by LSL. Details
of the shares acquired by the Trust are set out in note 25 of the Financial Statements. The Trustees have waived the right to any dividend payment in
respect of each share held by them.
The second employee benefit trust was established in November 2011 (the 2011 EBT), as part of the acquisition of Marsh & Parsons. While the
beneficiaries of the 2011 EBT are the LSL employees, the 2011 EBT acquired the Growth Shares as part of the transaction and some of these shares
were acquired by members of the current management team of Marsh & Parsons in 2012. This was in accordance with the previously stated
objective that current and future managers at Marsh & Parsons apply for Growth Shares, as part of a package of measures designed to incentivise the
management of Marsh & Parsons. The 2011 EBT does not currently hold any LSL shares.
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