Notice of Annual General Meeting 2008
Report on remuneration policy and practice
10. To approve the Report of the Board in relation to remuneration policy and practice for the year ended 31 December 2007.
Explanatory note: The Company seeks shareholder approval of the report on remuneration policy and practice, as set out in full in the Annual Report and Accounts 2007 and summarised in the Summary Financial Statement.
Re-appointment and remuneration of auditors
11. To re-appoint KPMG Audit Plc as auditors of the Company until the conclusion of the next general meeting of the Company at which accounts are laid before shareholders and to authorise that their remuneration be determined by the Audit Committee.
Explanatory note: Shareholders are required to appoint auditors at each general meeting at which accounts are presented. Recommended to the Board by the Audit Committee, this Resolution proposes the re-appointment of the Company’s existing auditors and follows best practice in giving authority to the Audit Committee to determine their remuneration.
Authority to make Donations to Political Parties, Independent Election Candidates and Other Political Organisations and to incur Political Expenditure
12. To authorise the Company and all companies that are subsidiaries of the Company (at any time during the period for which the Resolution has effect), in accordance with Sections 366-367 of the Companies Act 2006 (‘CA 2006’), to:
(a) make Political Donations to Political Parties or Independent Election Candidates not exceeding £100,000 in total;
(b) make Political Donations to Political Organisations other than Political Parties not exceeding £100,000 in total; and
(c) incur Political Expenditure not exceeding £100,000 in total
in each case during the period commencing on the date of this Resolution and ending at the conclusion of the Company’s AGM in 2009 or, if earlier, on 30 June 2009. For the purposes of this Resolution, the terms ‘Political Donation’, ‘Political Parties’, ‘Independent Election Candidates’, ‘Political Organisation’ and ‘Political Expenditure’ shall have the meanings given to them in Sections 363-365 of CA 2006.
Explanatory note: It is HBOS policy not to make donations to political parties or incur political expenditure. However, the law in this area is extremely broad in scope and could potentially capture legitimate business activities not in the ordinary sense considered to be political donations or political expenditure. To avoid inadvertent infringement, the Board is seeking shareholders’ approval in the terms outlined above. To reflect changes introduced by CA 2006 (in particular an increase in the categories covered by the rules from two to three), the format of the Resolution differs slightly from previous years. This does not reflect a change in HBOS policy.