COMMUNICATIONS WITH SHAREHOLDERS
The Group attaches considerable importance to shareholder communications and periodical updates all shareholders. In addition the Chairman and the Senior Independent Director are available to meet with shareholders. The Chairmen of all Board Committees attend the Company's Annual General Meeting and are available to answer questions from shareholders. The Group's website provides the full text of the annual report and financial statements and other releases. Presentations given to shareholders are also available on the website.
The Company's Annual General Meeting affords shareholders the opportunity to question the Chairman and the Board. The Notice of Annual General Meeting, the Form of Proxy and the annual report are issued to shareholders at least 21 days before the meeting. At the meeting, resolutions are voted on by a show of hands of those shareholders attending, in person or by proxy. After each resolution has been dealt with, details are given of the level of proxy votes cast on each resolution and the number of votes for, against and withheld. If validly requested, resolutions can be voted by way of a poll whereby the votes of shareholders present and voting at the meeting are added to the proxy votes received in advance of the meeting and the total number of votes for, against and withheld for each resolution are announced.
All other general meetings are called Extraordinary General Meetings (EGMs). An EGM called for the passing of a special resolution must be called by providing at least 21 clear days' notice.
A quorum for a general meeting of the Company is constituted by three or more members present in person or by proxy and entitled to vote.
The passing of resolutions at a meeting of the Company, other than special resolutions, requires a simple majority. To be passed, a special resolution requires a majority of at least 75% of the votes cast.
Shareholders have the right to attend, speak, ask questions and vote at general meetings. In accordance with Irish company law, the Company specifies record dates for general meetings, by which date shareholders must be registered in the Register of Members of the Company to be entitled to attend. Record dates are specified in the Notice of Annual General Meeting. Shareholders may exercise their right to vote by attending the meeting or by appointing a proxy in writing. The requirements for the receipt of valid proxy forms are set out in the Notice of Annual General Meeting. A shareholder, or a group of shareholders, holding at least one tenth of the issued paid up share capital of the Company has the right to requisition a general meeting.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A copy of the Memorandum and Articles of Association of the Company may be inspected at the registered office of the Company.