15th Apr 2008 14:00
ARM Holdings PLC15 April 2008 ARM Holdings PLC 15 April 2008 Annual Report & Accounts for the year ended 31 December 2007, Circular andNotice of AGM Copies of the above documents have today been submitted to the UK ListingAuthority and will shortly be available for inspection at the UK ListingAuthority's Document Viewing Facility, which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS Telephone: (0)20 7066 1000 The Annual Report & Accounts are also available on the Company's website at www.arm.com/ir. At the AGM to be held at 2pm on 13 May 2008 at 110 Fulbourn Road, Cambridge CB19NJ, a special resolution (Resolution 15) to adopt new articles of associationof the Company will be proposed. A summary of the resolution, the reason it isbeing proposed, and the proposed changes to the articles of association is setout below. The new articles update the Company's current articles primarily to take accountof changes in English company law brought about by the Companies Act 2006. Theprincipal change is in relation to conflicts of interest and, in addition,amendments have been made to reflect the fact that the concept of extraordinaryresolutions has not been retained under the Companies Act 2006. Summary of the principal changes to the Articles of Association 1. 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 or she has, or can have,a direct 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 that allow conflicts of interest to be dealt with in a similarway to that which currently applies. There are safeguards which will apply when the directors decide whether toauthorise a conflict or potential conflict. First, only directors who have nointerest in the matter being considered will be able to take the relevantdecision, and secondly, in taking the decision, the directors must act in a waythey consider, in good faith, will be most likely to promote the Company'ssuccess. The directors will be able to impose limits or conditions when givingauthorisation if 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 from being in breach of duty if a conflict ofinterest or a potential conflict of interest arises. These provisions will applyonly where the position giving rise to the potential conflict has previouslybeen authorised by the directors. It is the board's intention to report annuallyon whether the Company's procedures for ensuring that the board's powers toauthorise conflicts have operated effectively. 2. Form of resolution The current articles of association contain a provision that, where for anypurpose an ordinary resolution is required, a special or extraordinaryresolution is also effective. This provision is being amended as the concept ofextraordinary resolutions has not been retained under the Companies Act 2006. The full text of the proposed new articles of association, can be found on theCompany's website at www.arm.com/ir. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ARM.L