BOC Report and accounts 2005 - Alle jaarverslagen

Corporate governance 71
There is a programme of regular dialogue with major institutional shareholders and fund managers which is led by
the chief executive and Group finance director although the chairman, senior independent director and other
board members are offered the opportunity to attend meetings with major shareholders and are expected to do
so if shareholders request.The company also maintains contact, when appropriate, through the chairman of the
remuneration committee and other executive management to discuss overall remuneration policies and plans.
Summaries of these discussions and meetings are provided to the board. In addition the board receives copies of
most analysts’ and brokers’ reports issued on the company. Periodically the board receives presentations from
external advisers on investor perceptions.These summaries, reports and presentations enable the directors to gain
an understanding of the views and opinions of those with an interest in the company.
The directors are supported by the company’s investor relations department, which is in regular contact with
institutional shareholders, analysts and brokers.All contact with major shareholders, analysts, brokers and the media
is controlled by strict company guidelines to ensure that any price sensitive information that has not been made
generally available to all shareholders and potential investors is protected.
Annual General Meeting
The Annual General Meeting will be held at the Institution of Electrical Engineers (Lecture Theatre), Savoy Place,
London WC2R 0BL on Friday 27 January 2006 commencing at 11.00 am.The Notice of Annual General Meeting,
which includes explanations of all resolutions, is contained in a separate circular which is being sent to all
shareholders more than 20 working days before the meeting.
Resolutions will seek approval to the following:
a) receipt of the report and accounts;
b) the dividend policy;
c) reappointment of Kent Masters, Rebecca McDonald,Alan Ferguson, John Bevan, Matthew Miau and
Sir Christopher O’Donnell as directors;
d) reappointment of PricewaterhouseCoopers LLP as auditors and granting authority to the directors to fix their
remuneration;
e) approval of the directors’ remuneration report;
f) renewal of the authority for the directors to allot shares;
g) renewal of the authority for the directors to allot shares for cash other than to existing shareholders in
proportion to their holdings;
h) granting of general authority for the company to purchase its own shares up to a maximum of ten per cent of
issued share capital. No purchases were made following last year’s authority; and
i) amendments to the Articles of Association.
The report of the directors has been approved by the board and signed on its behalf by:
Nick Deeming Company Secretary
28 November 2005