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Corporate governance statement

Waiver of dividends

The British Airways Employee Benefits Trust (Jersey) Limited, which holds British Airways shares for the purpose of satisfying awards and options granted to employees under the Company’s employee share schemes, has waived its rights to dividends. The Trustee does not vote the shares that it holds. At March 31, 2009, there were 2,165,281 shares held in the Trust (March 31, 2008: 2,087,147).

Shareholder analysis

As at March 31, 2009, there were 214,119 shareholders (March 31, 2008: 214,254). An analysis is given below.

Size of shareholding Percentage of shareholders Percentage of shares
1 – 1,000 87.70 4.64
1,001 – 5,000 10.82 3.81
5,001 – 10,000 0.87 1.08
10,001 – 50,000 0.36 1.24
50,001 – 100,000 0.05 0.65
100,001 – 250,000 0.07 2.01
250,001 – 500,000 0.04 2.52
500,001 – 750,000 0.02 2.01
750,001 – 1,000,000 0.01 1.71
Over 1,000,000 0.06 80.33
Total 100.00 100.00
Classification of shareholding Percentage of shareholders Percentage of shares
Individuals 97.84 10.12
Bank or Nominee 1.87 88.45
Insurance companies 0.01 0.01
Pension trusts 0.01 0.02
Investment trusts 0.02 0.01
Other corporate bodies 0.25 1.39
Total 100.00 100.00

Significant holdings

The Company has been notified pursuant to the DTRs of the following interests in 3 per cent or more of the Company’s issued ordinary shares as at March 31, 2009:

Name of shareholder Percentage of holding Direct
%
Indirect
%
Iberia 9.07 9.07 Nil
Standard Life plc 8.01 5.15 2.86
Barclays PLC 6.90 6.90 Nil
AMVESCAP Plc 6.74 Nil 6.74
Lloyds Banking Group plc 5.37 0.80 4.57
AXA S.A. 4.85 0.75 4.10
INVESCO plc 4.30 Nil 4.30
Legal & General Group Plc 3.99 3.99 Nil

Impact of change of control

The following significant agreements contain provisions entitling the counterparties to exercise termination or other rights in the event of a change of control of the Company:

  • All of the Company’s share schemes contain provisions relating to a change in control. Other than the Performance Share Plan, which is subject to the satisfaction of any performance conditions at that time, all outstanding options would normally vest and become exercisable on a change of control;
  • Joint business agreement with Iberia, which coordinates schedules, marketing, sales, freight, pricing and customer service activities;
  • Codeshare agreements with American Airlines, Cathay Pacific, Iberia, bmi, Qantas and Aer Lingus; and
  • Contracts to sell miles to Alaska Airlines, American Airlines, Lloyds TSB and Tesco.

Neither of the executive directors’ service contracts provides for compensation to be paid in the event of change of control of the Company.

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