Details of the current directors of Legal & General Group Plc (the Company), together with biographical notes, are shown in the Board of Directors section.
Mark Gregory was appointed a director of the Company on 28 January 2009. Kate Avery resigned as a director of the Company on 28 January 2009.
The director retiring by rotation at the 2009 Annual General Meeting (AGM) is Andrew Palmer who, being eligible, offers himself for re-election.
Mark Gregory has been appointed since the last AGM and, being eligible, offers himself for election.
The terms and conditions of appointment for the non-executive directors are available for inspection at the Company’s registered office and at the forthcoming AGM.
As executive directors, Andrew Palmer and Mark Gregory have a service contract which is terminable by each of them or the Company on receipt of no less than six months’ and twelve months’ written notice, respectively. On termination Andrew Palmer and Mark Gregory would become entitled to six months’ and up to twelve months’ salary respectively, in addition to payment of pension contributions and car allowance.
If the directors are not re-elected at the AGM, their appointments will terminate automatically with immediate effect.
The Combined Code and the Company’s Articles of Association require that any non-executive director who has held office for more than nine years submits to annual re-election. Sir Rob Margetts was first elected a director in June 1996 and appointed Chairman in February 2000; accordingly, he submits to annual re-election. The Notice of the AGM explains the reason for the Board recommending his re-election.
Powers of Directors
The business of the Company is managed by the Board of directors which may exercise all the powers of the Company subject to the Company’s Memorandum and Articles of Association, the provision of applicable statute and any directions given by the Company in a general meeting by special resolution. Specific provisions are contained in the Articles of Association, including borrowing powers, delegation, appointment and removal of directors.
Directors’ Interests
The Directors’ Report on Remuneration provides details of the current incentive schemes, the interests of directors in the share capital of the Company and details of their share options and other long term incentives, including changes in directors’ share interests between 1 January 2009 and 24 March 2009 (being the last practicable date prior to publication of the Notice of the AGM).