58Petra Diamonds Limited Annual Report and Accounts 2012Company AccountsGroup AccountsCorporate GovernanceOperational ReviewBusiness ReviewDiscover Petra DiamondsRestrictions on transfer of shares There are no restrictions on the transfer of Ordinary Shares other than:$$the Board may in its absolute discretion refuse to register any transfer of Ordinary Shares over which the Company has a lien or which are not fully paid up provided it does not prevent dealings in the Ordinary Shares on an open and proper basis;$$the Board may also refuse to register a transfer if it is not satisfied that all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained;$$certain restrictions may from time to time be imposed by laws and regulations;$$pursuant to the Company's share dealing code whereby the Directors and employees of the Company require approval to deal in the Company's Ordinary Shares; and$$where a person with at least a 0.25% interest in the Company's shares has been served with a disclosure notice and has failed to provide the Company with information concerning interests in those Ordinary Shares.Appointment and replacement of DirectorsThe Directors shall have power at any time to appoint any person as a director to fill a vacancy on the Board occurring as a result of the death, disability, removal, disqualification or resignation of any Director or to fill any deemed vacancy arising as a result of the number of directors on the Board being less than the maximum number of directors that may be appointed to the Board from time to time.The Company may by resolution at any special general meeting remove any Director before the expiry of their period of office. Notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention to do so and be served on such Director not lessthan 14 days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director's removal.A Director may be removed (with or without cause) by notice in writing by all of their co-Directors, provided such notice is delivered to the Secretary and such Director.Company Bye-LawsThe Company is incorporated in Bermuda and the City Code therefore does not formally apply to the Company. The Company's Bye-Laws were amended in November 2011 to incorporate material City Code protections appropriate for a company to which the City Code does not apply.The amended Bye-Laws now require that all Directors stand for re-election annually at the Company's AGM.The Bye-Laws of the Company may only be amended by a resolution of the Board and by a resolution of the shareholders.Power to issue sharesAt the AGM held on 27 January 2012, authority was given to the Directors to allot unissued Relevant Securities (as defined in the Bye-Laws) in the Company up to a maximum aggregate nominal value of £14,864,839.90, being an amount equal to the unissued share capital of the Company as at 14 December 2011. That authority was not used by the Company. The Directors are seeking approval from Shareholders to renew this authority at the AGM to be held on 29 November 2012, further details of which are set out in the Notice of AGM.A special resolution passed at the AGM held on 27 January 2012 granted authority to the Directors to allot equity securities (as defined in the Bye-Laws) in the Company for cash on (a) a non-pre-emptive basis pursuant to a rights issue or other offer to shareholders and (b) otherwise up to an aggregate nominal value of £2,506,758 (being equal to approximately 5% of the issued share capital of the Company as at 14 December 2011). That authority was not used by the Company. The Directors are also seeking approval from shareholders to renew this authority at the AGM to be held on 29 November 2012, further details of which are set out in the Notice of AGM.Repurchase of sharesThe Company may purchase its own shares for cancellation or to acquire them as Treasury Shares (as defined in the Bye-Laws) in accordance with the Companies Act 1981 (Bermuda) on such terms as the Board shall think fit. The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Companies Act 1981 (Bermuda), provided, however, that such purchase may not be made if the Board determines in its sole discretion that it may result in a non de minimis adverse tax, legal or regulatory consequence to the Company, any of its subsidiaries or any direct or indirect holder of shares or its affiliates.EmployeesThe Group's employment policies have been developed to ensure that the Group attracts and retains the required calibre of management and staff by creating an environment that rewards achievement, enthusiasm and team spirit. Effective communication and consultation is key to this and the Group endeavours to ensure the appropriate level of employee involvement and communication. In addition to the Company's corporate website (www.petradiamonds.com), which is regularly updated with current news about the Group, Petra maintains an employee-only intranet, which gives access to all the Group's policies and procedures, information on key personnel and who to contact should an employee have a specific query or concern. Certain mines also produce a regular employee newsletter which highlights key developments and provides thought leadership in areas such as integrity, accountability, safety and wellbeing. All the mines have highly visible notice boards, where important and current employee information is made available.The Group is committed to the principle and achievement of equal opportunities Directors' Report continued
Annual Report and Accounts 2012 Petra Diamonds Limited59Operational ReviewCorporate GoDiscover Petra DiamondsBusiness ReviewvernanceGroup AccountsCompany Accountsin employment irrespective of sex, religion, race or marital status. Full consideration is given to applications from disabled persons who apply for employment where the requirements of the position can be adequately filled by a disabled person, having regard to their particular abilities and aptitude.Loss of officeThere are no agreements between the Company and its Directors or employees which provide for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid. Employee share schemes The Company operates various employee share incentive schemes. Further details of these schemes are set out in the Directors' Remuneration Report on pages 61 to 72 and note 28 of the financial statements.Creditors' payment policyIt is the Group's policy that payments to suppliers are made in accordance with those terms and conditions agreed between the Group and its suppliers, provided that all terms and conditions have been complied with. Financial instrumentsThe Group makes use of financial instruments in its operations as described in note 26 of the financial statements.Going concernFollowing a review of the Group's financial position, the Directors have concluded that sufficient financial resources will be available to meet the Group's current and foreseeable cashflow requirements. On this basis, they consider it appropriate to prepare the financial statements on a going concern basis. Board of Directors and their interestsThe interests of the Directors and their families in the issued share capital of the Company as at 30 June 2012 (other than in respect of share options and share awards granted to the Directors, which are detailed in the Directors' Remuneration Report on pages 61 to 72 and note 28 to the financial statements) were as follows: Adonis Pouroulis1,29,564,650 shares(9,564,650 at 30 June 2011)Johan Dippenaar640,000 shares(640,000 at 30 June 2011)David Abery21,979,649 shares(1,979,649 at 30 June 2011)Jim Davidson640,000 shares(640,000 at 30 June 2011)Dr Patrick BartlettNil shares at 30 June 2012(N/A at 30 June 2011)3Gordon Hamilton70,000 shares at 30 June 2012(N/A at 30 June 2011)3Dr Omar Kamal4N/A shares at 30 June 2012(N/A at 30 June 2011)Total12,894,299 shares(12,824,299 at 30 June 2011)1. 7,735,000 ordinary shares in the Company are held by a trust of which Mr Pouroulis is a beneficiary.2. 3,659,299 ordinary shares in the Company are held by a trust of which Mr Pouroulis and Mr Abery are beneficiaries.3. Mr Hamilton and Dr Bartlett were appointed on 28 November 2011.4. Dr Kamal is on the Board of Petra as a representative of Al Rajhi Holdings W.L.L., Petra's largest shareholder (see table of substantial shareholdings right).There were no changes in the Directors' interests since 30 June 2012 to the date of this Annual Report.Substantial shareholdingsNumber Percentage ofof ordinaryissued sharesharescapitalAl Rajhi Holdings W.L.L.66,525,60013.3%Saad Investments Company Limited/Awal Bank60,844,18512.1%JPMorgan Asset Management Holdings Inc.39,603,1947.9%Capital Group International, Inc36,691,1167.3%Prudential plc group of companies*25,637,0155.1%T. Rowe Price25,335,1745.0%Scottish Widows Investment Partnership25,015,6475.0%BlackRock Investment (UK) Limited20,994,3694.2%Kames Capital16,439,1203.3%Directors12,894,2992.5%* Of this holding, 25,467,015 shares are held by M&G Investment Funds 3.Substantial shareholdingsAt 24 September 2012 the interests as indicated in the table below in the ordinary shares of the Company represented more than 3% of the issued share capital (other than interests set out to the left in the Board of Directors' interests).