Directors’ report and additional disclosures The Directors present their report on the affairs Powers of the Directors Share capital of the Group, together with the audited The Directors are responsible for the As at 31 March 2019, the Company’s issued financial statements and the report of the management of the business of the Company share capital was 1,213,878,659 ordinary auditor for the year ended 31 March 2019. and may exercise all powers of the Company shares of 5 pence, each credited as fully paid. Information required to be disclosed in the subject to applicable legislation and regulation The Company holds 157,229 ordinary shares Directors’ report may be found below and in and the Company’s Articles. in treasury, and the issued share capital of the the following sections of the Annual Report Directors’ indemnities Company which carries voting rights of one and Accounts, in accordance with the and liability insurance vote per share comprises 1,213,721,430 Companies Act 2006 (the ‘2006 Act’) and FirstGroup maintains liability insurance for its ordinary shares. Listing Rule 9.8.4R of the Financial Conduct Directors and Officers. The Company has also Further details of the Company’s issued share Authority (the ‘FCA’): granted indemnities to each of the Directors capital are shown in note 27 to the Company’s Information Section Page as well as the General Counsel & Company financial statements. Secretary, the Director of Finance, the Group Sustainability Corporate 59 Financial Controller, the Group Treasury & Tax The Company’s shares are listed on the governance Governance Director, the Chief Information Officer, the London Stock Exchange. report Greyhound President and an Officer of FGI Substantial shareholdings Greenhouse gas Key 41 Canada to the extent permitted by law. These As at 31 March 2019, the Company had been emissions performance indemnities are uncapped in amount, in relation notified under the FCA’s Disclosure, Guidance indicators to certain losses and liabilities which they may and Transparency Rule (‘DGTR’) 5 of the Likely future Chief 4 incur to third parties in the course of acting as a following interests in its total voting rights of developments in Executive’s Director (or Officer or Company Secretary as 3% or more: the business report the case may be) of the Company or any of its Number of % of total Risk factors and Principal 42 associated companies. In the case of the ordinary voting principal risks; risks and Director of Finance, the Group Financial Name of holder shares rights going concern and uncertainties Controller, the Group Treasury & Tax Director, viability statements Vidacos Nominees the Chief Information Officer, the Greyhound Ltd – HSBC Governance Our 30 President and an Officer of FGI Canada the Custody Nominees arrangements; stakeholders indemnities are limited to their actions as (Australia) Ltd 71,695,290 5.95 human rights and Directors of specific associated companies. Schroders plc 64,283,712 5.33 anti-corruption and Neither the indemnity nor insurance cover bribery matters provides cover in the event that a Director Jupiter Asset Long-term Directors’ 76 (or Officer or Company Secretary as the case Management Limited 60,603,024 5.03 incentive schemes remuneration may be) is proved to have acted fraudulently report or dishonestly. The indemnity is categorised West Face Capital, Financial Financial 103 as a ‘qualifying third-party indemnity’ for the Inc 60,455,000 4.99 instruments and statements purposes of the 2006 Act and will continue in Vidacos related market force for the benefit of Directors (or Officers or Nominees Ltd 59,397,756 4.93 transactions Company Secretary as the case may be) on an Coast Capital ongoing basis. Directors Management 49.934,190 4.12 The Directors of the Company who served Audit information Between 31 March 2019 and the date of this during the year, and those appointed after the The Directors who held office at 30 May 2019 report, Coast Capital Management notified the end of the financial year, and their biographical confirm that so far as they are aware, there is Company that they had increased their holding details are shown on pages 52 to 54. no relevant audit information (being information to 118,585,445 ordinary shares which Tim O’Toole stood down from the Board on needed by the auditor in connection with represent 9.77% of total voting rights. In 31 May 2018 and Drummond Hall will retire on preparing their audit report), of which the addition, Jupiter Asset Management Limited 31 May 2019. Steve Gunning and Julia Steyn Company’s auditor is unaware, and each of notified the Company that their holding had were appointed on 1 January and 2 May the Directors has taken all the steps that they been reduced to 60,568,279 ordinary shares respectively and Ryan Mangold was ought reasonably to have taken as a Director which represent below 5% of total voting appointed with effect from 31 May 2019. in order to make themselves aware of any rights. We understand that West Face Capital, relevant audit information and to establish Details of the Directors’ interests in shares can Inc has also reduced their holding from what that the Company’s auditor is aware of be found in the Directors’ remuneration report they held at year end but no formal notification that information. on pages 92 and 93. has been received. This confirmation is given and should be During the year, no Director had any interest in interpreted in accordance with the provisions any shares or debentures in the Company’s of section 418 of the 2006 Act. subsidiaries, or any material interest in any contract with the Company or a subsidiary being a contract of significance in relation to the Company’s business. 98 FirstGroup Annual Report and Accounts 2019 Articles of Association Employee involvement and policies Change of control – significant The description in this section summarises concerning disabled employees agreements certain provisions of the Company’s Articles For how we comply with Schedule 7 of The Financing agreements and applicable Scottish law concerning Large and Medium-sized Companies and The Group has a £800m multi-currency companies. This summary is qualified in its Groups (Accounts and Reports) Regulations revolving credit and guarantee facility between, Governance entirety by reference to this Company’s 2008 (No. 410) in this respect, please see amongst others, the Company and The Royal Articles and the 2006 Act. The Company’s Our people section on page 33. Bank of Scotland plc dated 7 November 2018. Articles may be amended by a special This refinanced the Group’s existing revolving Purchase of own shares resolution of the Company’s shareholders. credit and guarantee facility. Following any At the AGM of the Company in 2018 authority change of control of the Company, individual Shares was granted for the Company to purchase up lenders may negotiate with the Company with The rights attached to the ordinary shares of to 10% of its ordinary shares. During the year a view to resolving any concerns arising from the Company are defined in the Company’s no ordinary shares were purchased. Under the such change of control. If the matter has not Articles. No person has any special rights of existing authority the Company may purchase been resolved within 30 days, an individual control over the Company’s share capital and up to 121,140,782 ordinary shares. This bank may cancel its commitment and the all issued shares are fully paid. authority remains in place until the 2019 AGM, Company must repay the relevant proportion when the Company intends to seek a renewal. Voting rights of any drawdown. Shareholders are entitled to attend and vote at Political donations The US$100m 4.17% notes due 2025, any general meeting of the Company. It is the At the 2018 AGM, shareholders passed a US$175m 4.29% notes due 2028, the £350m Company’s practice to hold a poll on every resolution to authorise the Company and its 8.750% bonds due 2021, the £200m 6.875% resolution at general meetings. Every member subsidiaries to make political donations to bonds due 2024 and the £325m 5.250% present in person or by proxy has, upon a poll, political parties or independent election bonds due 2022 issued by the Company may one vote for every share held. In the case of candidates, to other political organisations, also be affected by a change of control of the joint holders of a share the vote of the senior or to incur political expenditure (as such terms Company. In respect of the £350m 8.750% who tenders a vote, whether in person or by are defined in sections 362 to 379 of the 2006 bonds due 2021, the £200m 6.875% bonds proxy, shall be accepted to the exclusion of the Act), in each case in amounts not exceeding due 2024 and the £325m 5.250% bonds due votes of the other joint holders and, for this £100,000 in aggregate. As the authority 2022, upon a change of control of the purpose, seniority shall be determined by the granted at the 2018 AGM will expire, renewal Company, provided that certain further order in which the names stand in the Register of this authority will be sought at this year’s thresholds in relation to the credit rating of the of Members in respect of the joint holding. AGM. Further details will be available in the bonds are met, the bondholders have the Notice of AGM. Dividend rights option to require the Company to redeem the Shareholders may by ordinary resolution As a result of the broad definition used in the bonds.