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Classification: General
53
(a)
where a person is granted pursuant to an employee share scheme a right to
subscribe for shares in the Company in cash at a subscription price less than its
nominal value; and
(b)
where, pursuant to an employee share scheme, the terms on which any person is
entitled to subscribe in cash for shares in the Company are adjusted as a result of
a capitalisation issue, rights issue or other variation of capital so that the
subscription price is less than their nominal value.
(2)
In any such case the board:
(a)
may transfer to a reserve account a sum equal to the deficiency between the
subscription price and the nominal value of the shares (the
cash deficiency
) from
the profits or reserves of the Company which are available for distribution and not
required for the payment of any preferential dividend; and
(b)
(subject to paragraph (4) below) shall not apply that reserve account for any
purpose other than paying up the cash deficiency upon the allotment of those
shares.
(3)
Whenever the Company is required to allot shares pursuant to such a right to subscribe,
the board may (subject to the Statutes) appropriate to capital out of the reserve account
an amount equal to the cash deficiency applicable to those shares, apply that amount in
paying up the deficiency on the nominal value of those shares and allot those shares
credited as fully paid to the person entitled to them.
(4)
If any person ceases to be entitled to subscribe for shares as described above, any
restrictions on the reserve account shall cease to apply in relation to such part of the
account as is equal to the amount of the cash deficiency applicable to those shares.
RECORD DATES
123.
Fixing of record dates
(1)
Notwithstanding any other provision of these articles, but without prejudice to any rights
attached to any shares, the Company or the board may fix a date as the record date by
reference to which a dividend or other distribution will be declared or paid or a distribution,
allotment or issue made, and that date may be before, on or after the date on which the
dividend, distribution, allotment or issue is declared, paid or made.
(2)
In the absence of a record date being fixed, entitlement to any dividend, distribution,
allotment or issue shall be determined by reference to the date on which the dividend is
declared or the distribution, allotment or issue is made.
ACCOUNTS AND INTERNAL AUDITING
124.
Accounting records
(1)
The board shall cause accounting records of the Company to be kept in accordance with
the Statutes.
(2)
No member (as such) shall have any right of inspecting any account, book or document of
the Company, except as conferred by law or authorised by the board or by any ordinary
resolution of the Company.
125.
Internal auditing
The board shall ensure that there is an internal audit function within the Company that is
responsible for auditing the Company’s accounting systems and internal controls. The
internal audit function will report directly to the audit committee of the board. The audit