Memorandum and Articles of Association The Company's Memorandum and Articles of Association set out the objects and powers of the Company. The Articles detail the rights attaching to the shares; the method by which the Company's shares may be purchased or re-issued; the provisions which apply to the holding of and voting at general meetings; and the rules relating to the Directors, including their appointment, retirement, re-election, duties and powers. A copy of the Memorandum and Articles of Association can be obtained from the Company's website, www.glanbia.com.Unless expressly specified to the contrary in the Articles of Association of the Company, the Company's Memorandum and Articles of Association may be amended by special resolution of the Company's shareholders. Change of control provisionsThe Group has certain debt facilities which may require repayment in the event that a change in control occurs with respect to the Group. There are also a number of agreements that take effect, alter or terminate upon a change of control of the Group, which include the Group's Joint Ventures with Leprino Foods Company and PZ Cussons plc. If a third party were to acquire control of the Group, Leprino Foods Company could elect to terminate its Joint Venture with the Group and, if this were to occur, the Group could then be required to sell its shareholding in the Joint Venture to Leprino Foods Company at a price equal to its fair value. In the same circumstances PZ Cussons plc can also elect to terminate its Nutricima Joint Venture with the Group and, if this were to occur, the Group could then be required to sell to PZ Cussons plc at a nominal price certain trade marks which were originally transferred from the PZ Cussons group to the Nutricima business. The Nutricima Joint Venture company would then be wound up.In addition, the Company's long term incentive plans contain change of control provisions which can allow for the acceleration of the exercisability of share options and the vesting of share awards in the event that a change of control occurs with respect to the Company. Corporate social responsibilityAs the Group grows and develops as a leading integrated global nutritional solutions and large scale global dairy business, so also does the Group's commitment to conducting its business in a way that is economically, socially and environmentally sustainable. During 2011 the Group made further progress in its corporate citizenship objectives, more particular details of which are summarised in 'Our Responsibilities' on pages 27 to 33.Research and development The Group's key business objectives include central ownership of its worldwide intellectual property (IP) in Ireland, whether acquired IP or developed organically, to facilitate central management and control over IP development and its commercial exploitation. Accordingly, the Group's principal research and development centre is Global Nutritionals' Glanbia Innovation Centre, Kilkenny (the 'GIC') which has direct responsibility for overall Group research and development activity, including that undertaken at the Group's other substantial research and development centre at Twin Falls, Idaho where it also operates a Customer Collaboration Centre.The Group is committed to achieving the highest standards of best practice in relation to science-based innovation and to an ongoing and extensive innovation programme to support a consumer-led business and marketing approach. The programme is directed towards the development of technically superior dairy-based food ingredients, nutritional products, cheese and high-value consumer food products, using proprietary technologies and processes.Through its research and development facilities at the GIC and Idaho, the Group has developed and launched advanced, differentiated and branded ingredients and consumer products, bringing a range of nutritional benefits that enhance physiological wellbeing, and the texture and flavour enhancements in foods.In Kilkenny, the research and development activity has focused on the customer-led areas of sports nutrition, beverages, protein and energy bars, food texture and functionality, weight management, healthy aging and medical nutrition (the 'developments') and dietetic products. These developments assist the Group's global business growth through the Customer Collaboration Centres at Idaho and Glanbia Deutschland. The GIC has performed a key role in connecting the Glanbia research and development community with Food for Health Ireland (FHI), a joint development programme between Enterprise Ireland, Irish dairy research universities (University of Limerick, UCC and UCD) and organisations (including Moorepark), and the Irish dairy industry. In 2011, the collaboration with FHI focused on Glanbia-produced milk and whey products that were screened for a variety of physiological functions. These programme collaborations will continue through 2012.The work programme performed at the Customer Collaboration Centre in Twin Falls, Idaho for the GIC during 2011 included the above-mentioned developments, fresh dairy products and pet food. These development areas are being addressed through whey, flax-derived ingredients and solutions, and outsourced dairy and non-dairy proteins and ingredients. The US Customer Collaboration Centre has become a focal point for joint research with USA customers, particularly in beverage and bar applications and, mediated through the GIC, it was also able to connect to the FHI programme. www.glanbia.com75Directors' Report: GovernanceGlanbia plc Annual Report 2011Other Statutory InformationShareholderNo of ordinary shares% of issued share capitalGlanbia Co-operative Society Limited160,277,30854.4%Prudential plc group of companies11,978,3744.06%
Directors' Report: Governance76Glanbia plc Annual Report 2011Other Statutory Informationwww.glanbia.comSubsidiary and associated undertakingsA list of the principal subsidiary and associated undertakings is included in note 39 to the financial statements.Accountability and auditFinancial reporting Directors' responsibilities for preparing the financial statements for the Company and the Group are detailed on page 77. The Auditors' Report details the respective responsibilities of Directors and Auditors.Going concernThe Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Group Managing Director's Review on pages 8 to 13. The financial position of the Company and the Group, its cash flows, liquidity position and borrowing facilities are outlined in the Group Finance Director's Review on pages 16 to 21. In addition, note 3 to the financial statements includes the Company and the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.The Company and the Group have considerable financial resources and a large number of customers and suppliers across different geographic areas and industries. As a consequence, the Directors believe that the Company and the Group are well placed to manage its business risks successfully.The Directors have a reasonable expectation that the Company, and the Group as a whole, have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.AuditorsThe auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office in accordance with Section 160(2) of the Companies Act, 1963.