41061 Unite AR22 HI-RES WEB-READY - Flipbook - Page 167
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
OTHER INFORMATION
Change of control
Directors’ conflicts of interest
All of the Company’s share schemes contain provisions
relating to a change of control. Outstanding rewards and
options would normally vest and become exercisable
on a change of control, subject to the satisfaction of
any performance conditions. Other than certain of the
Group’s banking facilities, there are no other significant
agreements to which the Company is a party that affect,
alter or terminate upon a change of control of the
Company following a takeover bid. Nor are there any
agreements between the Company and its Directors or
employees providing for compensation for loss of office or
employment that occurs because of a takeover bid.
The Company has procedures in place for managing
conflicts of interest. A Director must notify the Chair (and
the Chair notifies the Chief Executive) if he/she becomes
aware that he/she, or any of his/her connected parties, may
have an interest in an existing or proposed transaction with
the Company or the Group. Directors have a continuing
duty to update any changes to these conflicts.
Going concern and viability statement
The going concern statement and viability statement are
set out on pages 185–186 and page 81 respectively and are
incorporated into this Directors’ Report by reference.
Independent auditor and Disclosure
of information to auditors
The Directors who held office at the date of approval of
the Directors’ Report confirm that, so far as they are each
aware, there is no relevant audit information of which the
Company’s auditor is unaware; and each Director has taken
all the steps that he/she ought to have taken as a Director
to make himself/herself aware of any relevant audit
information and to establish that the Company’s auditor is
aware of that information. This confirmation is given and
should be interpreted in accordance with the provisions
of section 418 of the Companies Act 2006. A resolution to
reappoint Deloitte as auditor of the Group will be put to
shareholders at the forthcoming Annual General Meeting.
Political donations
No political donations, contributions or expenditure were
made during the year ended 31 December 2022.
Indemnities
There are no qualifying third-party indemnity provisions
or qualifying pension scheme indemnity provisions for the
benefit of any of the Directors.
Research and development
The Company is not currently carrying on any activities in
the field of research and development.
Branches outside the UK
The Company does not have any branches outside of the UK.
Appointment and replacement of Directors
The Company’s Articles of Association provide that
Directors may be appointed by the existing Directors or
by the shareholders in a general meeting. Any person
appointed by the Directors will hold office only until the
next general meeting, notice of which is first given after
their appointment and will then be eligible for re-election
by the shareholders. A Director may be removed by the
Company as provided for by applicable law and shall vacate
office in certain circumstances as set out in the Articles
of Association. In addition the Company may, by ordinary
resolution, remove a Director before the expiration of
his/her period of office and, subject to the Articles of
Association, may by ordinary resolution appoint another
person to be a Director instead. There is no requirement for
a Director to retire on reaching any age.
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