24 Jul 2018 13:01
CHARLES STANLEY GROUP PLC
("Charles Stanley" or "the Company")
RESULT OF AGM
At the Company's Annual General Meeting held on Tuesday 24th July 2018, all the resolutions which were set out in the Notice of Meeting circulated to shareholders on 25th June 2018 (the "Notice of Meeting"), were passed on a show of hands.
In accordance with Listing Rule 9.6.18 copies of all resolutions passed, other than ordinary business, will be submitted to the UK Listing Authority. Copies will be available at the National Storage Mechanism at www.hemscott.com/nsm.do.
Board Committee Changes
On 13 June 2018 the Company announced certain changes to the membership of its Board Committees with effect from the conclusion of the 2018 AGM. The 2018 AGM has now been held. The Company confirms that:
· Hugh Grootenhuis has become Chair of the Audit Committee and Bridget Guerin has stepped down as a member of the Committee.
· Marcia Campbell has stepped down as a member of the Remuneration Committee and has become Chair of the Risk Committee (of which she is already a member).
· Andrew Didham has stepped down from being Chair of the Risk Committee but will remain a member of that Committee.
The Board Committee memberships following these changes are now as follows:
Audit Committee | Nomination Committee | Remuneration Committee | Risk Committee |
Hugh Grootenhuis (Chair) | Sir David Howard (Chair) | Bridget Guerin (Chair) | Marcia Campbell (Chair) |
Andrew Didham | Andrew Didham | Andrew Didham | Andrew Didham |
Marcia Campbell | Hugh Grootenhuis | Hugh Grootenhuis | Bridget Guerin |
Bridget Guerin | Hugh Grootenhuis | ||
Marcia Campbell |
PROXY APPOINTMENT DISCLOSURE
The Annual General Meeting of Charles Stanley Group PLC was held on 24 July 2018
As at the date of the AGM the total number of shares in issue was 50,750,595. Proxy appointments were received from shareholders of 47,313,863 ordinary shares amounting to 93.2% of the issued share capital.
For resolutions decided on a show of hands, the following number of proxy appointments and associated instructions were received prior to the meeting:
Res No: | FOR* | AGAINST | Total Votes | % of ISC | Votes Withheld | ||
No of Shares | % of total | No of Shares | % of total | ||||
Resolution 1 Adoption of Annual Report and Accounts | 47,309,496 | 99.99 | 4,367 | 0.01 | 47,313,863 | 93.2 | 0 |
Resolution 2 Declaration of Dividend | 47,308,762 | 99.99 | 734 | 0.01 | 47,313,863 | 93.2 | 4,367 |
Resolution 3 Approval of the Directors' Remuneration Report | 47,304,141 | 99.98 | 9,722 | 0.02 | 47,313,863 | 93.2 | 0 |
Resolution 4 Approval of the Directors' Remuneration Policy | 46,817,980 | 98.95 | 495,883 | 1.05 | 47,313,863 | 93.2 | 0 |
Resolution 5 Re-election of Sir David Howard | 46,287,146 | 97.83 | 1,026,717 | 2.17 | 47,313,863 | 93.2 | 0 |
Resolution 6 Re-election of Paul Abberley | 47,293,871 | 99.96 | 19,992 | 0.04 | 47,313,863 | 93.2 | 0 |
Resolution 7 Re-election of Benjamin Money-Coutts | 47,292,655 | 99.96 | 21,208 | 0.04 | 47,313,863 | 93.2 | 0 |
Resolution 8 Re-election of Gary Teper | 47,308,280 | 99.99 | 5,583 | 0.01 | 47,313,863 | 93.2 | 0 |
Resolution 9 Re-election of Bridget Guerin | 47,307,138 | 99.99 | 6,725 | 0.01 | 47,313,863 | 93.2 | 0 |
Resolution 10 Re-election of Andrew Didham | 47,309,496 | 99.99 | 4,367 | 0.01 | 47,313,863 | 93.2 | 0 |
Resolution 11 Election of Hugh Grootenhuis | 47,309,496 | 99.99 | 4,367 | 0.01 | 47,313,863 | 93.2 | 0 |
Resolution 12 Election of Marcia Campbell | 47,308,280 | 99.99 | 5,583 | 0.01 | 47,313,863 | 93.2 | 0 |
Resolution 13 Re-appointment of KPMG LLP as Auditor. | 47,301,945 | 99.97 | 11,918 | 0.03 | 47,313,863 | 93.2 | 0 |
Resolution 14 To authorise the Directors to determine the remuneration of the Auditors. | 47,309,496 | 99.99 | 4,367 | 0.01 | 47,313,863 | 93.2 | 0 |
Resolution 15 That the Directors are authorised to issue shares as set out in the Notice of Meeting. | 47,287,121 | 99.94 | 26,342 | 0.06 | 47,313,863 | 93.2 | 400 |
Resolution 16 To dis-apply pre-emption rights on up to 5% of share capital. | 47,301,906 | 99.98 | 11,557 | 0.02 | 47,313,863 | 93.2 | 400 |
Resolution 17 To dis-apply pre-emption rights on an additional 5% of share capital. | 47,300,222 | 99.97 | 13,241 | 0.03 | 47,313,863 | 93.2 | 400 |
Resolution 18 To allow the Company to hold general meetings (other than AGMs) on not less than 14 clear days' notice. | 47,303,146 | 99.98 | 10,717 | 0.02 | 47,313,863 | 93.2 | 0 |
VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPDENT NON-EXECUTIVE DIRECTORS
As at the date of the AGM the total number of shares in issue was 50,750,595. Proxy appointments were received from independent shareholders of 26,047,647 ordinary shares amounting to 51.3% of the issued share capital.
Res No: | FOR* | AGAINST | Total Votes | % of ISC | Votes Withheld | ||
No of Shares | % of total | No of Shares | % of total | ||||
Resolution 9 Re-election of Bridget Guerin |
26,040,922 |
99.97 |
6,725
|
0.03 |
26,047,647 |
51.3 |
0 |
Resolution 10 Re-election of Andrew Didham | 26,043,280 | 99.98 | 4,367
| 0.02 | 26,047,647 | 51.3 | 0 |
Resolution 11 Election of Hugh Grootenhuis | 26,043,280 | 99.98 | 4,367
| 0.02 | 26,047,647 | 51.3 | 0 |
Resolution 12 Election of Marcia Campbell | 26,042,064 | 99.98 | 5,583 | 0.02 | 26,047,647 | 51.3 | 0 |
*Includes discretionary votes
** A vote withheld is not a vote in law and, therefore cannot be counted in the calculation of the proportion of votes for and against a resolution.
For further information, please contact:
Charles Stanley Joanne Higginson PR Manager Via Redleaf | Canaccord Genuity Andrew Buchanan 020 7523 4661 | Peel Hunt Guy Wiehahn 020 7418 8893 | Redleaf Communications Ian Silvera 020 7382 4730 CScapitalmarkets@redleafpr.com |
Notes to editors:
Charles Stanley traces its origins back directly to 1792 and is one of the oldest firms on the London Stock Exchange. Charles Stanley today provides holistic wealth management services to private clients, charities and smaller institutions. These are delivered by over 450 professionals located in 21 offices throughout the UK, both direct to clients and to intermediaries. Our services include investment portfolio management and financial planning, supported by in-house administration and custody for investment portfolios, SIPPs and ISAs to enhance the quality of service provided. In addition, Charles Stanley Direct provides an award winning direct to customer execution-only dealing platform for equities and funds.