Other statutory information

Political donations
In line with its established policy, the Group made no political donations pursuant to the authority granted at the 2008 AGM.

Although the Company does not make, and does not intend to make, donations to political parties, within the normal meaning of that expression, the definition of political donations is very broad and includes expenses legitimately incurred as part of the process of talking to members of parliament and opinion formers to ensure that the issues and concerns of the Group are considered and addressed. These activities are not intended to support any political party and the Group’s policy is not to make any donations for political purposes in the normally accepted sense.

A resolution will therefore be proposed at the 2009 AGM seeking shareholder approval for the directors to be given authority to make donations and incur expenditure which might otherwise be caught by the terms of the Companies Act 2006. The authority sought will be limited to a maximum amount of £25,000 per Group company but so as not to exceed £50,000 for the entire Group in aggregate.

During the year, one of our US subsidiaries made a contribution towards the running expenses of a political action committee (PAC) organised by its employees in an amount of US$23,700 (2007: US$22,440). PACs are a common feature of the US political system and are governed by the Federal Election Campaign Act. The Rolls-Royce PAC is independent of the Company and independent of any political party. Its funds are contributed voluntarily by employees and the Company cannot affect how they are applied. Such contributions do not require authorisation by shareholders under the Companies Act 2006 and therefore do not count towards the £25,000 and £50,000 limits for political donations and expenditure for which shareholder approval will be sought at the AGM.

Change of control
Contracts and joint venture agreements
There are a number of contracts and joint venture agreements which would allow the counterparties to terminate or alter those arrangements in the event of a change of control of the Company. These arrangements are commercially confidential and their disclosure could be seriously prejudicial to the Company.

Borrowings and other financial instruments
The Group has a number of borrowing facilities provided by various lenders. These facilities generally include provisions which may require any outstanding borrowings to be repaid or the alteration or termination of the facility upon the occurrence of a change of control of the Company. At December 31, 2008 these facilities were substantially undrawn.

The Group has entered into a series of financial instruments to hedge its currency, interest rate and commodity exposures. These contracts provide for termination or alteration in the event that a change of control of the Company materially weakens the creditworthiness of the Group.

Employee share plans
In the event of a change of control of the Company, the effect on the employee share plans would be as follows:

  • Executive Share Option Plan - All options granted have vested and are exercisable. Consequently, no early vesting is currently possible. It is not proposed to make any further grants under this plan, which terminates in 2009.
  • Performance Share Plan - Awards would vest pro-rata to service in the performance period, subject to remuneration committee judgement of company performance.
  • Annual Performance Related Award deferred shares - The shares would be released from trust immediately.
  • ShareSave - Options would become exercisable immediately. The new company might offer an equivalent option in exchange for cancellation of the existing option.
  • Share Incentive Plan - Consideration received as shares would be held within the Plan, if possible, otherwise the consideration would be treated as a disposal from the Plan.

Essential commercial relationships
Supply chain
Certain suppliers to the Group contribute key components or services the loss of which could cause disruption to the Group’s deliveries. However, none are so vital that their loss would affect the viability of the business as a whole. When dealing with suppliers, the Group is guided by the Supply Chain Relationships in Aerospace (SCRIA) initiative. It seeks the best possible terms from suppliers and, when entering into binding purchasing contracts, gives consideration to quality, delivery, price and the terms of payment. In the event of disputes, efforts are made to resolve them quickly. As the Company is a holding company and does not itself trade, it owed no amounts to trade creditors at December 31, 2008 and therefore the number of creditor days required to be shown in this report to comply with the provisions of the Companies Act 1985, is nil.

Export licences
The Group holds export licences with UK, US and a number of other national licensing authorities where the Group operates. Maintaining and securing such licences is critical to success as a global business. The Group therefore attaches the highest priority to complying fully with export controls in all the jurisdictions in which it operates. Detailed processes have been put in place to ensure that the Group follows all applicable legal and regulatory requirements. The Board has established an Exports Committee, chaired by the Chief Operating Officer, which has responsibility for policy and compliance with regard to the Group’s export activity.

In the UK, the Group fully complies with the provisions of the UK Export Control Act (2002) and all relevant EU Export Control Regulations applicable in the UK. Globally, the Group complies with all relevant laws and regulations regarding the export of military, dual use goods and technology. Most notably, in the US the Group vigorously enforces a policy of compliance with the relevant legislation and its underlying regulatory intent.

The increasingly global nature of the business, balanced across the civil aerospace, defence aerospace, marine and energy businesses, ensures that the Group is not overly dependent on any individual customer.