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Investors

Investors glossary

R TO Z

Record date
The record date is the deadline, determined by a company's board of directors, by when an investor must be recorded as an owner of shares in order to be qualify for a forthcoming dividend or share distribution. The date is also used to set the ex-dividend date.

Registrar

The appointed agent of a company whose task is to keep a register of shareholders.

Reserves
Reserves are profits retained in the business, rather than paid out in dividends.

Resolution

A decision of (a) the members of a company; or (b) the board of directors of a company. Resolutions may be (i) ordinary resolutions (passed by simple majority 50%); (ii) special resolutions (passed by majority of 75%); and (iii) extraordinary resolutions. In certain circumstances a resolution by the members of a company may be required by them to be circulated by the company. A copy of every special resolution and of every extraordinary resolution must within 15 days of its being passed, be forwarded to the Registrar of Companies and must be recorded: Companies Act 1985, section 380(1).

Extraordinary Resolution
An extraordinary is a resolution passed by a majority of not less than 75% of members as (being entitled to do so) vote in person or by proxy, at a general meeting of the company of which notice specifying the intention to propose the resolution as an extraordinary resolution has been given. Extraordinary resolutions are required (i) where it is desired to wind up a company voluntarily on the ground that it cannot by reason of its liabilities continue its business, and that it is advisable to wind up; (ii) where, in the case of a member's voluntary winding up, the books and papers of the company and of the liquidators are to be disposed of; and (iii) where, in the case of a member's voluntary winding up, the liquidator wishes to exercise any of the powers given by section 539(1) (d), (e), (f) of the Companies Act 1985 (i.e. the power to pay any classes of creditors in full and to enter into certain compromises.) A copy of every extraordinary resolution must within 15 days after it has been passed be forwarded to the Registrar of Companies and recorded by him.

Special resolution

A special resolution is a resolution passed by a majority of not less than 75% of members who, being entitled to do so, vote in person or by proxy at a general meeting. At least 21 days notice must be given specifying the intention to propose the resolution as a special resolution: Companies Act 1985, section 378(2). Special resolutions are required (i) to alter the Articles of Association of the company; (ii) to alter the objects of the company; (iii) to change the name of the company; and (iv) to reduce the capital of the company with the leave of the court. A copy of every special resolution must within 15 days after it has been passed be forwarded to the Registrar of Companies and recorded.

Ordinary resolution

A resolution passed by a simple majority (50%) of members present at a general meeting of a company is known as an Ordinary Resolution.

Revenue

Revenue is the value of a firm's sales, usually stated net of sales taxes such as VAT. It is also referred to as Turnover.

Rights issue

Offer of shares to existing shareholders to raise money.

Scrip dividend

This is a method by which a company offers shareholders a way of taking dividends in the form of company shares. In a Scrip scheme, the cash dividend is not paid to those holders opting to receive shares. Instead, shares are allotted to participating holders and share certificates sent to them on the payment date. If the amount of the dividend is not divisible exactly by the share price and there is a fraction of a share left over, this is added to the next dividend or given to charity depending on the terms of the scheme. The scrip scheme involves the issue of new shares to fulfil the dividend payments. Xansa currently offers shareholders a scrip dividend option.

Share capital

Share capital is the money that shareholders put into a company. In the accounts, the share capital is the nominal value of all the shares issued. The accounts also disclose the authorised share capital, which is the amount that can be issued in accordance with the company's internal constitution.

Share Index

A share index is the weighted average of the prices of a number of shares, rebased and then calculated on a minute-by-minute, hourly or daily basis.

Shareholders

A shareholder is a person who holds shares in a company.

Shareholders' funds

The shareholders' funds are the same as the equity in a company - the excess of the assets over the liabilities. In the balance sheet, shareholders' funds are the share capital plus the reserves.

Shares

A share is issued to a shareholder in exchange for cash or assets. The shareholder then owns part of the company.

Statutory Accounts

The statutory accounts are the accounts that a company has to produce to comply with legislation.

Stockbroker

An agent who buys and sells equities on a stock exchange on behalf of his clients for commission. Stockbrokers also offer investment advice.

Stock Exchange

A stock exchange is an organized market for shares.

Subsidiary

A subsidiary is a company that is controlled by another company (the parent). The control usually comes from the fact that the parent has the majority of the shares and therefore controls the composition of the board of directors.