Report of the Directors Strategic Report
Directors’ powers
The Group’s Strategic Report on pages 02 to 78 includes the Company’s business model and strategy, the principal risks and uncertainties facing the Group and how these are managed and mitigated, an indication of likely future developments in the Company and details of important events since the year ended 31 March 2022.
The powers of the Directors are contained in the Company’s Articles of Association. These include powers, subject to relevant legislation, to authorise the issue and buyback of the Company’s shares by the Company, subject to authority being given to the Directors by the shareholders in a general meeting.
The purpose of the Annual Report is to provide information to the members of the Company, as a body. The Company, its Directors, employees, agents or advisers do not accept or assume responsibility to any other person to whom this document is shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed. The Annual Report contains certain forward-looking statements with respect to the operations, performance and financial condition of the Group. By their nature, these statements involve uncertainty since future events and circumstances can cause results and developments to differ from those anticipated. The forward-looking statements reflect knowledge and information available at the date of preparation of this Annual Report. Nothing in this Annual Report should be construed as a profit forecast.
Results and dividends for the year The Group’s results for the year are set out on pages 138 to 164. An interim dividend of 4.7 pence per share (2021: 4.7 pence) was paid on 5 January 2022, and the Directors propose to pay a final dividend of 7.9 pence per share on 11 July 2022 to shareholders on the register of members as at the close of business on 27 May 2022. This makes a total of 12.6 pence per share (2021: 12.6 pence) for the year ended 31 March 2022.
Appointment and replacement of Directors The rules about the appointment and replacement of Directors are contained in the Company’s Articles of Association. Under the Articles of Association, every Director who held office on the date seven days before the date of notice of the Annual General Meeting (AGM) shall retire from office. A retiring Director shall be eligible for re-election at the AGM, and a Director who is re-elected will be treated as continuing in office without a break. This is in line with the UK Corporate Governance Code, which recommends that all Directors should be subject to annual re-election. Changes to the Articles of Association must be approved by the Company’s shareholders in accordance with legislation in force from time to time.
Corporate governance statement The information fulfilling the requirements of the corporate governance statement can be found in this Report of the Directors and on pages 79 to 133, all of which are incorporated into this Report of the Directors by reference.
Political donations It is the Company’s policy not to make political donations or undertake any activities incurring political expenditure.
Directors
Annual General Meeting
Biographical details of the current Directors of the Company are shown on pages 84 and 85.
Details of the Company’s AGM can be found in the Notice of AGM 2022, which will be made available on the Company’s website at www.gpe.co.uk/investors/shareholderinformation/agmgm.
In accordance with the UK Corporate Governance Code, all the Directors will retire and those who wish to continue to serve will offer themselves for election or re-election at the forthcoming Annual General Meeting. Wendy Becker will be stepping down from the Board, and as the Chair of the Remuneration Committee, from the conclusion of the Annual General Meeting to focus on her other commitments.
Directors’ shareholdings The interests of the Directors of the Company (and of their connected persons) in the shares of the Company, which have been notified to the Company in accordance with the UK Market Abuse Regulation, are set out in the Directors’ remuneration report on pages 126 and 128. The Directors’ remuneration report also sets out details of any changes in those interests between 31 March 2022 and 17 May 2022.
Directors’ indemnities and insurance On 14 September 2007, an indemnity was given by the Company to the Directors in terms which comply with company law. The indemnity was in force during the year and remains in force at the date of this Report of the Directors. The Company maintains directors’ and officers’ liability insurance and pension trustee liability insurance, both of which are reviewed annually.
134 Great Portland Estates plc Annual Report 2022
Additional disclosures Disclosures required by Schedule 7, Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended), to the extent not already disclosed or referred to in this Report of the Directors, can be found on the following pages, all of which are incorporated into this Report of the Directors by reference: Page/s
Financial instruments Greenhouse gas emissions, energy consumption and energy efficiency action Engagement with suppliers, customers and others
Research and development
145, 158 to 160
37 to 51 56 to 61 89 to 93 10, 16, 24 to 26, 28, 39, 41, 44, 57 to 58
Disclosures required by the Financial Conduct Authority’s Listing Rule 9.8.4R can be found on the following pages: Page/s
Capitalised interest
147 and 152
Waiver of dividends
135
