Substantial share ownership
As at 15 April 2016, the Company is aware of the following
interests of 3% or more in the issued ordinary share capital:
| BlackRock Inc
The disclosed interests refer to the respective combined
holdings of the entity and to interests associated with it.
The Company has not been notified of any other
holdings of ordinary share capital of 3% or more.
Profits and dividends
The profit before tax for the year was £1,492.6 million
(2014: £1,451.9 million). The directors declared a final
dividend of 28.78p (2014: 26.58p) per share to be paid
on 4 July 2016 to share owners on the register at 10 June
2016 which, together with the interim ordinary dividend
of 15.91p (2014: 11.62p) per share paid on 9 November
2015, makes a total of 44.69p for the year (2014: 38.20p).
Change of control
All of our bonds contain provisions which are triggered
on a change of control of the Company. The holders of such
bonds have the right to repayment at par except for holders
of our US$ bonds. The holders here have the right to
redeem the bonds at 101% of par, if the Company is
non-investment grade at the time of the change of control
or becomes non-investment grade within 120 days of the
announcement of the change of control.
In addition, the Group has a Revolving Credit Facility
in the amount of $2,500 million due July 2020, the terms
of which require the consent of the majority of the lenders
if a proposed merger or consolidation of the Company
would alter its legal personality or identity.
In general terms, awards granted under WPP’s
incentive plans will usually vest on a change of control,
albeit on a pro-rated basis. Where awards are subject to
performance conditions, those conditions will still need
to be met, also on a pro-rated basis. Certain incentive plans
allow the Compensation Committee to require outstanding
awards to be exchanged for equivalent awards in the
Articles of Association
There are no restrictions on amending the Articles of
Association of the Company other than the need to pass
a special resolution of the share owners.
The Company’s authorised share capital consists solely of
1,750,000,000 ordinary 10 pence shares. The Company
operates an American Depositary Receipt program. The
rights and obligations relating to the ordinary share capital
are outlined in the Articles of Association; there are no
restrictions on transfer, no restrictions on voting rights
and no securities carry special voting rights with regard
to control of the Company.
At the AGM on 9 June 2015, share owners passed
resolutions authorising the Company, in accordance with
its Articles of Association, to allot shares up to a maximum
nominal amount of £87,271,076 of which £6,551,882
could be allotted for cash free of statutory pre-emption
rights. In the year under review no shares were issued for
cash free from pre-emption rights. Details of share capital
movements are given in note 26 of the financial statements PDF (1.19MB).
Authority for purchase of own shares
At the AGM on 9 June 2015, share owners passed a special
resolution authorising the Company, in accordance with
its Articles of Association, to purchase up to 131,037,653
of its own shares in the market. Details of share capital movements are given in note 26 of the financial statements PDF (1.19MB).
The directors will propose a resolution at the AGM to
re-appoint Deloitte LLP as auditors.
Statement of directors' responsibilities in respect of the preparation of financial statements
The directors are responsible for preparing the financial
statements in accordance with applicable law and
regulations. The directors have elected to prepare financial
statements for the Group in accordance with International
Financial Reporting Standards as adopted by the European
Union (IFRS) and have also elected to prepare financial
statements for the Company in accordance with UK
accounting standards. Company law requires the directors
to prepare such financial statements in accordance with
the Companies (Jersey) Law 1991.
International Accounting Standard 1 requires that
financial statements present fairly for each financial year
the Company’s financial position, financial performance
and cash flows. This requires the faithful representation
of the effects of transactions, other events and conditions
in accordance with the definitions and recognition criteria
for assets, liabilities, income and expenses set out in the
International Accounting Standards Board’s ‘Framework for
the Preparation and Presentation of Financial Statements’.
In virtually all circumstances, a fair presentation will be
achieved by compliance with all applicable IFRSs. Directors
are also required to:
- properly select and apply accounting policies;
- present information, including accounting policies,
in a manner that provides relevant, reliable, comparable
and understandable information;
- provide additional disclosures, when compliance with
the specific requirements in IFRSs is insufficient to enable
users to understand the impact of particular transactions,
other events and conditions on the entity’s financial
position and financial performance; and
- make an assessment of the Company’s ability to
continue as a going concern.
The directors are responsible for keeping proper
accounting records, which disclose with reasonable
accuracy at any time the financial position of the Company,
for safeguarding the assets, for taking reasonable steps
for the prevention and detection of fraud and other
irregularities and for the preparation of a Directors’
report and directors’ remuneration report.
The directors are responsible for the maintenance
and integrity of the Company website. Jersey legislation
and UK regulation governing the preparation and
dissemination of financial statements differs from
legislation in other jurisdictions.
The directors confirm that so far as they are aware,
there is no relevant audit information of which the
Company’s auditors are unaware. Each director has
taken all the steps that he or she ought to have taken,
as a director, in order to make himself or herself aware
of any relevant audit information and to establish that
the Company’s auditors are aware of that information.
In accordance with the principles of the UK Corporate
Governance Code, the Board has established arrangements
to evaluate whether the information presented in the
Annual Report is fair, balanced and understandable;
these are described within the Review of the Audit Committee.
The Board considers the Annual Report and financial
statements, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for share owners to assess the Company’s position,
performance, business model and strategy.
The letters from the chairmen of the Nomination and
Governance, Audit and Compensation Committees, the
statements regarding directors’ responsibilities and statement
of going concern set out above and the directors’ remuneration
and interests in the share capital of the Company set out within How we behave and how we’re rewarded, are included in the Directors’ report, which also includes the sections ‘Strategic report to share owners’, ‘What we think’ and ‘Who runs WPP’.
By Order of the Board:
15 April 2016