27th Mar 2008 11:47
Management Consulting Group PLC27 March 2008 Management Consulting Group PLC (the "Company") Documents for the Management Consulting Group PLC 2008 Annual General Meeting: • Annual Report and Accounts 2007 • Articles of Association marked to show the changes being proposed at the 2008 Annual General Meeting by resolution 13 • Revised Articles of Association marked to show the changes being proposed at the 2008 Annual General Meeting by resolution 14 Copies of the above documents have been submitted to the UK Listing Authorityand will shortly be available for inspection at the UK Listing Authority'sDocument Viewing Facility, which is located at: The Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HS Copies of these documents are also available for inspection at the registeredoffice of the Company until 23 April 2008. The address is: Management Consulting Group PLC10 Fleet PlaceLondonEC4M 7RB At its upcoming Annual General Meeting, the Company will be proposing theadoption of new articles of association. These are intended to replace theCompany's current articles of association. The main reason for proposing theadoption of new articles of association is to take account of changes in UKcompany law brought about by the Companies Act 2006. A summary of the principal changes being introduced by the revised articles ofassociation is set out below, and is based on the notes to the Notice of AnnualGeneral Meeting 2008: 1. Articles that Duplicate Statutory Provisions Provisions in the current articles of association (the "Current Articles") whichduplicate provisions contained in the Companies Act 2006 are, in the main, to beamended to bring them into line with the Companies Act 2006. Certain examples ofsuch provisions include regulations as to the form of resolutions, the variationof class rights, the requirement to keep accounting records and provisionsregarding the period of notice required to convene general meetings. The mainchanges made to reflect this approach are detailed below. 2. Form of Resolution The Current Articles contain provisions that specifically require extraordinaryresolutions. These provisions are removed/amended in the new articles ofassociation (the "New Articles") as the concept of extraordinary resolutions hasnot been retained under the Companies Act 2006. 3. Variation of Class Rights The Current Articles contain provisions regarding the variation of class rights.The proceedings and specific quorum requirements for a meeting convened to varyclass rights are contained in the Companies Act 2006. The relevant provisionshave therefore been amended accordingly in the New Articles. 4. Convening General Meetings The provisions in the Current Articles dealing with the convening of generalmeetings and the length of notice required to convene general meetings are beingamended to conform to new provisions in the Companies Act 2006. In particular, ageneral meeting to consider a special resolution can be convened on 14 days'notice whereas previously 21 days' notice was required. 5. Votes of Members Under the Companies Act 2006, proxies are entitled to vote on a show of handswhereas, under the Current Articles, proxies are only entitled to vote on apoll. Multiple proxies may be appointed provided that each proxy is appointed toexercise the rights attached to a different share held by the shareholder.Multiple corporate representatives may be appointed. The New Articles reflectthese provisions. 6. Age of Directors on Appointment The Current Articles contain a provision requiring a director's age to bedisclosed if he has attained the age of 70 years or more in the notice conveninga meeting at which the director is proposed to be elected or re-elected. Suchprovision could now contravene the Employment Equality (Age) Regulations 2006,and so has been removed from the New Articles. 7. Conflicts of Interest The Companies Act 2006 sets out directors' general duties which largely codifythe existing law but with some changes. Under the Companies Act 2006, from 1October 2008 a director must avoid a situation where he has, or can have, adirect or indirect interest that conflicts, or possibly may conflict, with thecompany's interests. The requirement is very broad and could apply, for example,if a director becomes a director of another company or a trustee of anotherorganisation. The Companies Act 2006 allows directors of public companies toauthorise conflicts and potential conflicts, where appropriate, where thearticles of association contain a provision to this effect. The Companies Act2006 also allows the articles of association to contain other provisions fordealing with directors' conflicts of interest to avoid a breach of duty. The NewArticles give the directors authority to approve such situations and to includeother provisions to allow conflicts of interest to be dealt with in a similarway to the current position. There are safeguards which will apply when directors decide whether to authorisea conflict or potential conflict. First, only directors who have no interest inthe matter being considered will be able to take the relevant decision, andsecondly, in taking the decision, the directors must act in a way they consider,in good faith, will be most likely to promote the company's success. Thedirectors will be able to impose limits or conditions when giving authorisationif they think this is appropriate. It is also proposed that the New Articles should contain provisions relating toconfidential information, attendance at board meetings and availability of boardpapers to protect a director being in breach of duty if a conflict of interestor potential conflict of interest arises. These provisions will only apply wherethe position giving rise to the potential conflict has previously beenauthorised by the directors. 8. Notice of Board Meetings Under the New Articles, a director absent or intending to be absent from theUnited Kingdom may request that notices of board meetings during his absence besent to him in hard copy form or by electronic means to an address or electronicaddress given by him to the Company for that purpose. If no request is made (and/or if no such non-United Kingdom address is given) it is not necessary to givenotice of a board meeting to a director who is absent from the United Kingdom. 9. Electronic and Web Communications Provisions of the Companies Act 2006 which came into force in January 2007enable companies to communicate with members by electronic and/or websitecommunications. The New Articles continue to allow communications to members inelectronic form and, in addition, they also permit the Company to take advantageof the new provisions relating to website communications. Before the Company cancommunicate with a member by means of website communication, the relevant membermust be asked individually by the Company to agree that the Company may send orsupply documents or information to him by means of a website, and the Companymust either have received a positive response or have received no responsewithin the period of 28 days beginning with the date on which the request wassent. The Company will notify the member (either in writing, or by otherpermitted means) when a relevant document or information is placed on thewebsite and a member can always request a hard copy version of the document orinformation. 10. Directors' Indemnities and Loans to Fund Expenditure The Companies Act 2006 has in some areas widened the scope of the powers of acompany to indemnify directors and to fund expenditure incurred in connectionwith certain actions against directors. In particular, a company that is atrustee of an occupational pension scheme can now indemnify a director againstliability incurred in connection with the company's activities as trustee of thescheme. In addition, the existing exemption allowing a company to provide moneyfor the purpose of funding a director's defence in court proceedings nowexpressly covers regulatory proceedings and applies to associated companies. 11. General Generally the opportunity has been taken to clarify certain provisions of theNew Articles. Enquiries Management Consulting Group PLC Charles Ansley Company Secretary 020 7710 5000 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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