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annual general meeting annual report Appendix appointment appropriate approval articles of association audit committee Auditing Practices Board auditors best practice board meetings Cadbury Code Cadbury Report CalPERS cent Chapter Combined Code Companies Act 1985 company secretary company's compliance comply consider corporate governance deal disclosure duty effectiveness employees ensure executive directors financial statements going concern Greenbury Code Hampel Committee Hampel Report Hermes independent directors institutional investors institutional shareholders interests internal control internal financial control investment issues liability listed companies listing particulars Listing Rule London Stock Exchange long-term incentive schemes matters nomination committee Note paragraph pension funds performance period person price sensitive information principles procedures proxy re-election reasonable recognised recommendations relevant remuneration committee remuneration packages remuneration report report and accounts resolution responsibility risk role senior share option schemes terms of reference transaction United Kingdom voting wrongful trading Yellow Book