Mandarin Oriental International Limited - Mandarin Oriental Hotel ...
Mandarin Oriental International Limited - Mandarin Oriental Hotel ...
Mandarin Oriental International Limited - Mandarin Oriental Hotel ...
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Corporate Governance Continued<br />
Directors’ share interests<br />
The Directors of the Company in office on 18th March 2009 had interests (within the meaning of the Disclosure and<br />
Transparency Rules (‘DTRs’) of the Financial Services Authority (the ‘FSA’) of the United Kingdom) set out below in the<br />
ordinary share capital of the Company. These interests included those notified to the Company in respect of the Directors’<br />
connected persons (as that term is used in the DTRs in relation to companies incorporated outside the United Kingdom).<br />
Simon Keswick 19,858<br />
Edouard Ettedgui 6,250,000<br />
R C Kwok 6,711<br />
Sydney S W Leong 467,577<br />
John R Witt 1,700,000<br />
In addition, Edouard Ettedgui and John R Witt held options in respect of 9,900,000 and 3,650,000 ordinary shares,<br />
respectively, issued pursuant to the Company’s Senior Executive Share Incentive Schemes.<br />
Substantial shareholders<br />
As a non-UK issuer, the Company is subject to the DTRs pursuant to which a person must notify the Company of the<br />
percentage of voting rights attaching to the share capital of the Company that he holds in certain circumstances. The<br />
obligation to notify arises if that person acquires or disposes of shares in the Company which results in the percentage of<br />
voting rights which he holds reaching, exceeding or falling below 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%.<br />
The Company has been informed of the holding of voting rights of 5% or more attaching to the Company’s issued ordinary<br />
share capital by Jardine Strategic and its subsidiary undertakings, which are directly and indirectly interested in 728,087,281<br />
ordinary shares carrying 73.46% of the voting rights. By virtue of its interest in Jardine Strategic, Jardine Matheson is also<br />
interested in the same ordinary shares. Apart from this shareholding, the Company is not aware of any holders of voting<br />
rights of 5% or more attaching to the issued ordinary share capital of the Company as at 18th March 2009.<br />
There were no contracts of significance with corporate substantial shareholders during the year under review.<br />
Relations with shareholders<br />
The Company maintains a dialogue with major shareholders and holds meetings following the announcement of the annual<br />
and interim results with institutional shareholders. A corporate website is maintained containing a wide range of information<br />
of interest to investors at www.mandarinoriental.com.<br />
The 2009 Annual General Meeting will be held on 6th May 2009. The full text of the resolutions and explanatory notes in<br />
respect of the meeting are contained in the Notice of Meeting which accompanies this Report.<br />
Securities purchase arrangements<br />
At the Annual General Meeting held on 7th May 2008, shareholders renewed the approval of a general mandate authorizing<br />
the Directors to effect purchases by the Company or its subsidiaries of the Company’s own ordinary shares of less than 15%<br />
in aggregate of its issued share capital.<br />
Arrangements under which shareholders have agreed to waive dividends<br />
<strong>Mandarin</strong> <strong>Oriental</strong> Overseas (PTC) <strong>Limited</strong> has waived the interim dividend and has undertaken to waive the<br />
recommended final dividend for 2008 in respect of the ordinary shares in which it is interested as trustee of the Company’s<br />
Senior Executive Share Incentive Schemes.<br />
Related party transactions<br />
Details of transactions with related parties entered into by the Company during the course of the year are included in<br />
note 29 to the financial statements on pages 72 and 73. There were no transactions entered into by the Company during<br />
the course of the year to which the related party transaction rules of the FSA in the United Kingdom apply.<br />
82 <strong>Mandarin</strong> <strong>Oriental</strong> <strong>International</strong> <strong>Limited</strong>