The Board is accountable to shareholders for the performance and activities of the Group. International Power ensures that its AGM provides shareholders with an opportunity to receive comprehensive information on all aspects of the Group’s business activities and to question senior management about business issues and prospects.
All proxy votes are counted and the level of proxy votes lodged for each resolution is reported at the AGM and on the Company’s website. In line with best practice, the Company aims to ensure that the Notice of AGM and the Annual Report are sent to shareholders at least 20 working days before the AGM.
International Power also undertakes, within the terms of the regulatory framework, frequent contact programmes with industry analysts and institutional investors to discuss matters of strategy and financial performance. Contact is made principally by the CEO and the CFO. On issues of major importance, the Chairman communicates with major shareholders. The Senior Independent Director (Sir Neville Simms) is also available as an alternative point of contact if shareholders have concerns over the Chairman’s performance, or where contact with the Chairman or the use of other communication channels would be inappropriate.
At each Board meeting, an update is given on movements in major shareholdings and on contact programmes between the Executive Directors and institutional shareholders. Reports on the Company issued by financial analysts are circulated to Board members. These reports enable the Directors to maintain an understanding of the views and opinions of those with an interest in the Company.
All results, presentations and stock exchange announcements are available to shareholders on the Investors section of the website.
GDF SUEZ’s relationship with International Power, as its 70% majority shareholder, is governed by the Relationship Agreement. The Relationship Agreement, amongst other things, sets out the arrangements for:
- GDF SUEZ’s right to appoint four Directors to the Board
- the constitution and membership of the various Committees of the Board
- the Board considering certain reserved matters, which require the approval of at least two GDF SUEZ appointed Directors
- the restriction on GDF SUEZ’s ability to deal in voting shares in the Company for the 18 months following completion of the Combination
- potential business conflicts between the Group and members of the GDF SUEZ Group
- maintaining the Company as an independent company
The Relationship Agreement terminates upon GDF SUEZ ceasing to hold at least 50% interest in the voting shares of the Company.