Other statutory and governance information

Principal activities of the Group

The principal activities of Tate & Lyle PLC and its subsidiary and associated undertakings together with its joint ventures are developing, manufacturing and marketing food and industrial ingredients made from renewable resources.

Results and dividend

A review of the results is in the Business review section. An interim dividend of 6.8p per ordinary share was paid on 7 January 2011. The directors recommend a final dividend of 16.9p per ordinary share to be paid on 5 August 2011 to shareholders on the register on 1 July 2011, subject to approval at the 2011 Annual General Meeting (AGM). The scrip dividend scheme has been closed and a dividend reinvestment plan is being offered. The total dividend for the year is 23.7p per ordinary share (2010 – 22.9p).

Articles of Association

The Articles of Association set out the internal regulation of the Company and cover such matters as the rights of shareholders, the appointment or removal of directors and the conduct of the Board and general meetings. Copies are available on request and are displayed on the Company’s website at www.tateandlyle.com.

In accordance with the Articles of Association, directors can be appointed or removed by the Board or by shareholders in general meeting. Amendments to the Articles of Association have to be approved by at least 75% of those voting in person or by proxy at a general meeting of the Company. Subject to UK company law and the Articles of Association, the directors may exercise all the powers of the Company, and may delegate authorities to committees, and day-to-day management and decision making to individual executive directors. Details of the Board Committees can be found in the Board Committees section.

Shareholders’ rights

Holders of ordinary shares have the rights accorded to them under UK company law, including the rights to receive the Company’s annual report and accounts, attend and speak at general meetings, appoint proxies and exercise voting rights.

Holders of preference shares have limited voting rights and may not vote on: the disposal of surplus profits after the dividend on the preference shares has been provided for; the election of directors; their remuneration; any agreement between the directors and the Company; or the alteration of the Articles of Association dealing with any such matters. Further details regarding the rights and obligations attached to share classes are contained in the Articles of Association, available on www.tateandlyle.com.

Restrictions on holding shares

There are no restrictions on the transfer of shares and prior approval is not required from the Company nor from other holders for such a transfer. No limitations are placed on the holding of shares and no share class carries special rights of control of the Company. There are no restrictions on voting rights other than those outlined above on preference shares.

The Company is not aware of any agreements between shareholders that may restrict the transfer or exercise of voting rights.

Re-election of directors

The Company’s Articles of Association require all directors to seek re-election by shareholders at least once every three years. In addition, any directors appointed by the Board must stand for re-election at the first AGM following his or her appointment. Any non-executive directors who have served for more than nine years are subject to annual re-election.

As explained in the Statement from the Chairman, the UK Corporate Governance Code provides that all directors should seek re-election on an annual basis and accordingly, all directors will seek re-election at the forthcoming AGM. The directors standing for re-election, with the exception of Javed Ahmed and Tim Lodge, do not have service contracts.

At no time during the year has any director had any material interest in a contract with the Group, being a contract of significance in relation to the Group’s business. A statement of directors’ interests in Company shares is in the Directors’ interests section.

Directors’ indemnities and insurance cover

As at the date of this report, indemnities are in force under which the Company has agreed to indemnify the directors, to the extent permitted by the Companies Act 2006, against claims from third parties in respect of certain liabilities arising out of, or in connection with, the execution of their powers, duties and responsibilities as directors of the Company or any of its subsidiaries. The directors are also indemnified against the cost of defending a criminal prosecution or a claim by the Company, its subsidiaries or a regulator provided that where the defence is unsuccessful the director must repay those defence costs. These indemnities are qualifying indemnity provisions for the purposes of Sections 232 to 234 of the Companies Act 2006 and copies are available for inspection at the registered office of the Company during business hours on any weekday except public holidays. Equivalent indemnities remain in force for Richard Delbridge, who ceased to be a director on 22 July 2010.

The Company also maintains directors’ and officers’ liability insurance cover, the level of which is reviewed annually.

Share capital

At 31 March 2011, the Company had nominal issued ordinary and preference share capital of £119 million comprising £117 million in ordinary shares, including £0.04 million in treasury shares, and £2 million in preference shares.

To satisfy obligations under the scrip dividend scheme and employee share plans, the Company issued 7,535,640 ordinary shares during the year and reissued 337,162 ordinary shares from treasury. The Company issued 5,883 ordinary shares during the period from 1 April 2011 to 26 May 2011. Further information about share capital is in Note 24. Information about options granted under the Company’s employee share schemes is in Note 26.

The Company was given authority at the 2010 AGM to make market purchases of up to 46,006,320 of its own ordinary shares. The Company made no such purchases during the year ended 31 March 2011. This authority will expire at the 2011 AGM and approval will be sought from shareholders for a similar authority to be given for a further year.

Substantial shareholdings

As at 26 May 2011, the Company had been notified under Rule 5 of the Disclosure and Transparency Rules of the Financial Services Authority of the following holdings of voting rights in its shares:

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Number of shares

% held

INVESCO Limited

65 321 630

13.96

Lloyds Banking Group plc

32 340 632

6.91

Schroders plc

24 024 911

5.16

Blackrock, Inc

23 330 220

4.99

AXA S.A.

22 890 148

4.98

Global AEGON Asset Management Group

18 718 460

4.00

Lehman Brothers International (Europe)

18 122 510

3.95

Legal & General Group plc

18 062 288

3.93

Barclays Global Investors

17 568 133

3.59

Change of control

The Company has a committed bank facility of US$1 billion, which matures in 2012. Under the terms of this facility, the banks can give notice to Tate & Lyle to prepay outstanding amounts and cancel the commitments where there is a change of control of the Company. The Company is the guarantor of a £200 million bond issue by its subsidiary, Tate & Lyle International Finance PLC dated 25 November 2009, which is repayable in 2019. Under the terms of the bond issue, noteholders have the option to request an early repayment where there is a change of control of the Company.

All of the Company’s share schemes contain provisions relating to a change of control. Further information is in the Change of control and voting section.

Essential contracts and other arrangements

In light of the scope and diversity of the Group’s activities, there are no contracts or arrangements considered to be essential to the operation of the business or the Group as a whole.

Research and development

The Group spent £25 million (2010 – £26 million) on research and development during the year.

Donations

Worldwide charitable donations during the year totalled £346,000 (2010 – £714,000), of which £19,000 (2010 – £379,000) was donated in the UK. More details of the Group’s community involvement can be found in the Community section.

Again this year, in line with the Group’s policy, no political donations were made in the European Union (EU). Outside the EU, the Group’s US business made contributions during the year totalling US$27,000 (£17,000) (2010 – US$47,000; £29,000) to state and national political party committees and to the campaign committees of state candidates affiliated to the major parties. The total includes US$17,000 (£11,000) (2010 – US$13,000; £8,000) contributed by the Tate & Lyle Political Action Committee (PAC). The PAC is funded entirely by US employees. Employee contributions are entirely voluntary and no pressure is placed on US employees to participate. No funds are provided to the PAC by Tate & Lyle but under US law, an employee-funded PAC must bear the name of the employing company.

Payment to suppliers

Group policy is that, wherever possible, all wholly-owned companies around the world follow the CBI Prompt Payers’ Code (Code). The Code requires the Company to agree terms of payment with suppliers, to ensure suppliers are aware of those terms, and to abide by them. Our policy is, wherever possible, to apply the requirements of the Code to wholly-owned companies around the world.

Tate & Lyle PLC is a holding company and had no amounts owing to trade creditors at 31 March 2011. The Group’s creditor days outstanding at 31 March 2011 were 48 days (2010 – 53 days), based on the ratio of Group trade creditors at the end of the year to the amounts invoiced during the year by trade creditors.