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Directors' Report and Additional Disclosures

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Directors' Report and Additional Disclosures Governance report Directors’ report and additional disclosures The Directors present their report on the contract with the Company or a subsidiary Furthermore, the Articles include provisions affairs of the Group, together with the audited being a contract of significance in relation relating to confidential information, attendance financial statements and the report of the to the Company’s business. at Board meetings and availability of Board auditor for the year ended 27 March 2021. papers to protect a Director from breaching Powers of the Directors Information required to be disclosed in the their duty if a conflict of interest arises. The Directors are responsible for the Directors’ report may be found below and These provisions will only apply where the management of the business of the Company are incorporated into the Directors’ Report by circumstance giving rise to the potential conflict and may exercise all powers of the Company cross reference to the following sections of the of interest has previously been authorised by subject to applicable legislation and regulation Annual Report and Financial Statements in the Directors. The Board considers that the and the Company’s Articles. accordance with the Companies Act 2006 formal procedures for managing conflicts of (the 2006 Act) and Listing Rule 9.8.4R of the Directors’ indemnities interest currently in place have operated Financial Conduct Authority. and liability insurance effectively during the year under review. FirstGroup maintains liability insurance for its Election and re-election of Directors Information Page Directors and Officers. The Company has also Directors are required under the Articles granted indemnities to the extent permitted Sustainability 35 to submit themselves for election by by law to each of the Directors, the General governance shareholders at the AGM following their Counsel & Company Secretary and a number Greenhouse 55 appointment by the Board. Also, in of other executives and senior managers. gas emissions accordance with best practice and the Code, These indemnities are uncapped in amount all of our Directors put themselves forward Likely future 13 in relation to certain losses and liabilities which for re-election by shareholders annually. developments they may incur to third parties in the course of in the business Anthony Green, appointed 15 September acting as a Director or Officer of the Company 2020, and Peter Lynas and Jane Lodge, both Risk factors and 62 or any of its associated companies. Neither of whom were appointed with effect from principal risks; the indemnity, nor insurance cover provides 30 June 2021, will therefore retire and submit going concern and cover in the event a Director or Officer is themselves for election. All other Directors, viability statements proved to have acted fraudulently or except for David Robbie and Matthew Gregory Governance 93 dishonestly. The indemnity is categorised will submit themselves for re-election at the arrangements; as a ‘qualifying third-party indemnity’ for the forthcoming AGM. human rights and purposes of the Companies Act 2006 and anti-corruption and will continue in force for the benefit of Disclosure of information to the bribery matters Directors and Officers on an ongoing basis. external auditor Long-term 122 Each of the Directors who held office at the Conflicts of interest incentive schemes date of approval of this report confirm that, The Directors have a statutory duty under so far as they are aware, there is no relevant Financial 192 the Companies Act 2006 to avoid situations audit information (being information needed instruments and in which they have, or can have, a direct or by the auditor in connection with preparing related market indirect interest that conflicts, or may conflict, transactions their audit report), of which the Company’s with the interests of the Company. This duty auditor is unaware, and each of the Directors is in addition to the existing duty that a Directors has taken all the steps that they ought Director owes to the Company to disclose The Directors of the Company who served reasonably to have taken as a Director in to the Board any transaction or arrangement during the year, and those appointed after the order to make themselves aware of any under consideration by the Company. The end of the financial year, are shown on pages relevant audit information and to establish Company’s conflict of interest procedures 76-79. Jimmy Groombridge, Group Employee that the Company’s auditor is aware of are reflected in the Articles. In line with the Director, stepped down from the Board with that information. Companies Act 2006, the Articles allow the effect from 29 June 2020. David Robbie Directors to authorise conflicts and potential This confirmation is given and should be decided not to seek re-election this year and conflicts of interest where appropriate. The interpreted in accordance with the provisions stepped down from the Board with effect from decision to authorise a conflict can only be of Section 418 of the Companies Act 2006. 30 June 2021. Anthony Green was appointed made by non-conflicted Directors. Directors to the Board as Group Employee Director Share capital do not participate in decisions concerning on 15 September 2020. Peter Lynas and Jane As at 27 March 2021, the Company’s issued their own remuneration or interests. Lodge were appointed to the Board effective share capital was 1,221,811,146 ordinary 30 June 2021 and more recently, Matthew The General Counsel & Company Secretary shares of 5 pence, each credited as fully paid. Gregory informed the Board that he would not minutes the consideration of any conflict or The Company holds 157,229 ordinary shares be seeking re-election at the Company’s potential conflict of interest and authorisations in treasury, and the issued share capital of the forthcoming AGM. granted by the Board. On an ongoing basis, Company which carries voting rights of one the Directors inform the General Counsel & vote per share comprises 1,221,653,917 Details of the Directors’ interests in shares can Company Secretary of any new, actual or ordinary shares. be found in the Directors’ remuneration report potential conflict of interest that may arise or if on page 126. Further details of the Company’s issued share there are any changes in circumstances that capital are shown in note 28 to the Company’s During the year, no Director had any interest may affect an authorisation previously given. financial statements. in any shares or debentures in the Company’s Even when authorisation is given, a Director is subsidiaries, or any material interest in any not absolved from their duty to promote the The Company’s shares are listed on the success of the Company. London Stock Exchange. 142 FirstGroup Annual Report and Accounts 2021 Substantial shareholdings All of the Company’s employee share plans As at 27 March 2021, the Company had been notified under the FCA’s Disclosure, Guidance contain provisions relating to change of control. and Transparency Rule of the following interests in its total voting rights of 3% or more: On a change of control, options and awards granted to employees may vest and become Number of % exercisable, subject to the satisfaction of any report Governance ordinary of total applicable performance conditions at the time. Name of shareholder shares voting rights Date of notification Coast Capital 168,200,445 13.79 23 March 2020 Employment of disabled persons Management, LLC Applicants with disabilities are given full and fair consideration during recruitment 1 Schroders Plc 146,958,561 12.04 1 March 2021 processes. We are committed to supporting employees with disabilities with regard to Ameriprise Financial Inc.2 133,739,566 10.95 17 February 2021 training, career development and promotion. Our policies on employee consultation and Lombard Odier Asset 61,385,767 5.03 24 June 2020 on equal opportunities for all employees can Management (Europe) Limited be found on page 40. Majedie Asset 60,915,714 4.99 3 February 2021 Employee engagement Management (UK) We remain committed to employee Between 27 March 2021 and the date of this report: involvement throughout the Group. Employees are kept well informed of the performance and 1 Schroders plc notified the Company on 7 May 2021 that they had decreased their holding to 146,501,916 ordinary shares which represented 11.989% of total voting rights as at the date of notification. strategy of the Group and other matters of concern through a variety of means including 2 Ameriprise Financial Inc. notified the Company on 15 July 2021 that their holding had decreased to 121,529,697 shares which represented 9.943% of total voting rights as at the date of notification. personal briefings, regular meetings, email and broadcasts by the Group Chief Executive and other senior managers. Refer to page 48 and Articles of Association Transfer of shares page 90 for further information. The description in this section summarises There are no specific restrictions on the size certain provisions of the Company’s of a holding, nor on the transfer of shares Stakeholder engagement Articles and applicable Scottish law which are both governed by the general The Board has determined that the Group’s concerning companies. This summary is provisions of the Company’s Articles and stakeholders are customers, investors, qualified in its entirety by reference to this prevailing legislation. The Directors are not government, employees, communities and our Company’s Articles and the Companies Act aware of any agreements between holders strategic partners and suppliers. The Board is 2006. The Company’s Articles may be of the Company’s shares that may result in aware that its actions and decisions impact amended by a special resolution of the restrictions on the transfer of securities or on our stakeholders.
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