Annual Report and Accounts

RNS Number : 6659D

City of London Investment Trust PLC

17 September 2008

 



THE CITY OF LONDON INVESTMENT TRUST PLC

HENDERSON GLOBAL INVESTORS

17 September 2008

THE CITY OF LONDON INVESTMENT TRUST PLC

ANNUAL REPORT AND ACCOUNTS

The Board of The City of London Investment Trust plc ('the Company')  announces that it has sent to shareholders the annual report and accounts for the year ended 30 June 2008 which includes the Notice of the Annual General Meeting of the Company to be held on Thursday 16 October 2008 at 3.00pm at 4 Broadgate, London EC2M 2DA.

Copies of the annual report and accounts which, includes the Notice of Annual General Meeting, and forms of proxy have been submitted to the UK Listing Authority and are available for inspection at the UKLA's Document Viewing Facility:

Document Disclosure Department

Financial Services Authority

25 The North Colonnade
Canary Wharf

London E14 5HS

Tel: [phone]

The annual report and accounts, including the Notice of the Annual General Meeting, is available for download from the Company's website:

www.cityinvestmenttrust.com

The Notice includes a special resolution to approve the adoption by the Company of new Articles of Association, amended to incorporate changes brought about by the Companies Act 2006.

The new Articles of Association are available to the public for inspection at the Company's registered office, 4 Broadgate, London, EC2M 2DA until the close of the Annual General Meeting. A summary of the principal changes to the Articles of Association is set out below.   Summary of the amendments to the Company's Articles of Association

The Companies Act 2006 (the "2006 Act"), which is replacing the Companies Act 1985 (the "1985 Act") is being implemented in stages and will be fully in force by 1 October 2009. Under Resolution 11, the Company is adopting new Articles of Association (the "Articles") which will reflect the changes in company law brought about by the 2006 Act which are already in force or which are to come into effect on 1 October 2008, as well as some minor technical or clarifying changes. Set out below is a summary of the principal changes.

1. Transfer of shares (Articles 31 to 33)

Under the 2006 Act, a company must either register a transfer or give the transferee notice of, and reasons for, its refusal to register the transfer. Any registration of a transfer or notice of refusal must be made or given as soon as practicable and in any event within two months from the date that the transfer is lodged with the company. The new Articles reflect these requirements. The Company cannot in any event refuse to transfer a fully paid share except in very limited circumstances (such as a transfer to more than four persons).

2. Disclosure of interests (Article 70)

The provisions relating to the disclosure of interests in shares contained in the 1985 Act, including section 212 on company investigation powers, were repealed in January 2007. Section 793 and related sections in Part 22 of the 2006 Act, which contain the corresponding company investigation powers previously contained in section 212, were brought into force simultaneously. Article 70 reflects the replacement of section 212 of the 1985 Act with section 793 of the 2006 Act.

3. Notice of general meetings (Article 47.1 and 50.1)

The provisions in the new Articles dealing with the convening of general meetings and the length of notice required to convene general meetings are in line with the relevant provisions of the 2006 Act. In particular, a general meeting (other than the annual general meeting) to consider a special resolution can be convened on 14 days' notice whereas previously 21 days' notice was required. The amendment to Article 50.1 deals with situations where, because of a postal strike or similar situation beyond the control of the Company, a notice of meeting is not received by a shareholder. The amendment will ensure that such failure does not invalidate proceedings at the meeting in question.

4. Quorum (Article 51)

Article 51 has been amended to make it clear that persons who are proxies for the same member or representatives of the same body corporate can constitute a quorum.

5. Attending and speaking at meetings (Article 54)

Article 54 of the new Articles now provides that the chairman of the meeting may permit non-members or persons who are not entitled to exercise the rights of members to attend and, at the chairman's discretion, speak at a general meeting.

6. Polls (Article 57)

Article 57 has been amended to clarify that a poll may be demanded before a show of hands, as well as immediately after the result of a show of hands, and to give the directors the right to demand a poll as well as the Chairman of the meeting.

7. Votes of members, proxies and corporate representatives (Articles 51, 66 and 75)

Under the 2006 Act, proxies are entitled to vote on a show of hands as well as on a poll, and members may appoint a proxy to exercise all or any of their rights to attend, speak and vote at meetings. Multiple proxies may be appointed provided that each proxy is appointed to exercise the rights attached to a different share or shares. The new Articles reflect these new proxy rights. The 2006 Act also provides for multiple corporate representatives to be appointed and the Articles therefore refer to the right to appoint multiple corporate representatives.

8. Receipt of appointments of proxy and termination of proxy authority (Article 80)

Article 80 provides that proxies for a poll to be taken after the date of a meeting or adjourned meeting must be received not less than 24 hours, or such shorter time as the directors may determine, before the time of the poll. The deadlines for receipt of termination of proxy authority have been brought into line with the deadlines for receipt of proxies.

9. Directors' appointments, interests and conflicts of interest (Articles 111 and 112)

The 2006 Act sets out directors' general duties which largely codify the existing law but with some changes. Under the 2006 Act, from 1 October 2008 a director has a statutory duty to avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the Company's interests. The requirement is very broad and could apply, for example, if a director becomes a director of another company or a trustee of another organisation. The 2006 Act allows directors of public companies to authorise conflicts and potential conflicts where appropriate, if the articles of association contain a provision to this effect. The 2006 Act also allows the articles to contain other provisions for dealing with directors' conflicts of interest to avoid a breach of duty. Article 111, which is the provision for dealing with conflicts in our current articles, allowing directors to be interested in transactions and to be an officer of or employed by or interested in a body corporate in which the Company is interested, has been amended so that it confirms that such interests, offices or employment will not infringe the conflicts duty as codified in the 2006 Act. New Article 112 gives the directors authority to approve conflict situations including other directorships held by the Company's directors and include other provisions to allow conflicts of interest to be dealt with in a similar way to the current position.

There are safeguards that will apply when directors decide whether to authorise a conflict or potential conflict. First, only directors who have no interest in the matter being considered will be able to take the relevant decision, and secondly, in taking the decision the directors must act in a way they consider, in good faith, will be most likely to promote the Company's success. The directors will be able to impose limits or conditions when giving authorisation if they think this is appropriate.

The proposed new Article 112 also contains provisions relating to confidential information, attendance at Board meetings and availability of Board papers to protect a director from being in breach of duty if a conflict of interest or potential conflict of interest arises. These provisions will only apply where the position giving rise to the potential conflict has previously been authorised by the directors. It is the Board's intention to report annually on the Company's procedures for ensuring that the Board's powers of authorisation of conflicts are operated effectively and that the procedures have been followed.

10. Quorum (Article 117)

The proposed amendment to Article 117, which deals with the quorum requirement for Board meetings, clarifies that a director cannot count in the quorum for a matter or resolution on which he is not entitled to vote but he may count in the quorum for the other matters or resolutions to be considered or voted on at the meeting.

11. Permitted interests and voting (Article 123)

The provisions which previously deemed certain interests of a director's connected persons to be the interests of that director for the purposes of this article have been deleted. There is no requirement in the 2006 Act to include such a provision and the 2006 Act contains a much wider definition of "connected person" of a director. The director and the Company must still take a view each time a matter is being considered as to whether the interests of the director's connected persons mean that the director should be treated as interested for the purposes of this article.

12. Notices and other communications (Articles 79,  147, 155 and 156)

The 2006 Act enables companies to communicate with their members by electronic communication to a greater extent than previously permitted. Article 147 will provide the Company with a general power to send or supply any notice, document or information to any member by a variety of methods - in person, by post or in electronic form (such as by email), or by making it available on the Company's website. In addition to any notice, document or information which is specifically required to be sent or supplied under the 2006 Act, the Company will also be able to send any other document or information to members using this variety of methods. Article 79 allows proxies to be sent or supplied in electronic form and, where the Company gives an electronic address in a form of proxy, shareholders may send the appointment of proxy to that electronic address, subject to any conditions or limitations specified in the relevant notice of meeting.

The Company may ask each member for his or her consent to receive communications from the Company via its website. If the member does not respond to the request for consent within 28 days, the Company may take that as consent by the member to receive communications in this way. If the Company sends or supplies any notice, document or information to members by making it available on the Company's website, it must notify each member who has consented (or is deemed to have consented) to receive documents via the website, either by post or by email (if the member has specifically agreed to receive communications in electronic form), that the notice, document or information has been placed on the website. A member who has consented or is deemed to have consented to receive communications via the website can request a hard copy of any document at any time. Members can also revoke their consent to receive electronic communications at any time. In relation to joint holders of shares, Article 147.3 provides that the agreement of the first-named holder on the register of members to accept notices, documents or information electronically or via a website shall be binding on the other joint holders. Article 147.4 permits the Company not to send or supply any notice, document or information to a member whose registered address is not in the United Kingdom unless that member gives a non-electronic address in the United Kingdom.

Articles 147.5 and 147.6 cater for situations where the provision of corporate information in electronic form or via a website may amount to a breach of securities laws of another jurisdiction. The Company may send hard copies if it needs to restrict the circulation of information in certain circumstances, such as for US securities law reasons.

Article 155 deals with notices, documents or information sent by the Company to a member which have been returned undelivered on three consecutive occasions. The member will only be entitled to be sent further communications upon provision of a new postal or electronic address to the Company.

Article 156 is included to deal with the validation of documents in electronic form by members where required by the Articles. In the case of notices of meetings or proxies, any validation requirements must be specified in the notice.

13. The seal (Article 128)

Article 128 provides that instruments (other than share certificates) to which the seal is affixed shall be signed by two authorised persons or by a director in the presence of a witness, whereas previously the requirement was for signature by either the director and secretary or two directors.

For further information please contact:

Deborah Trickett

For and on behalf of Henderson Secretarial Services Limited

Secretary to The City of London Investment Trust plc

Tel: [phone]

-ENDS-

 

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