8 May 2019 15:52
CHARLES TAYLOR PLC - Result of AGMCHARLES TAYLOR PLC - Result of AGM
PR Newswire
London, May 8
08 May 2019Charles Taylor plc (the “Company”)Result of the Annual General Meeting (“AGM”)
The Company announces that at the AGM held earlier today all resolutions set out in the notice of AGM were passed on a show of hands. The proxy voting for the resolutions tabled at the Meeting was as follows:
| Resolutions | Votes For | % | Votes Against | % | Total Votes | % of Issued Share Capital Voted | Votes Withheld* |
|---|---|---|---|---|---|---|---|
| 1. To receive the Company’s Annual Report and Accounts for the year ended 31 December 2018. | 50,662,555 | 99.96 | 8,097 | 0.02 | 50,670,652 | 65.10% | 0 |
| 2. To approve the Directors' Remuneration Report for the year ended 31 December 2018. | 39,665,238 | 78.65 | 10,751,408 | 21.33 | 50,416,646 | 64.77% | 254,006 |
| 3. To approve the Directors’ Remuneration Policy as set out in the Directors’ Remuneration Report. | 39,911,556 | 78.76 | 10,752,766 | 21.22 | 50,664,322 | 65.09% | 6,330 |
| 4. To declare a final dividend of 8.08p per ordinary share. | 50,670,653 | 99.98 | 0 | 0.00 | 50,670,653 | 65.10% | 0 |
| 5. To re-elect E. Creasy as a director of the Company. | 50,660,309 | 99.96 | 10,343 | 0.02 | 50,670,652 | 65.10% | 0 |
| 6. To re-elect D. Ely as a director of the Company. | 50,666,789 | 99.97 | 3,864 | 0.01 | 50,670,653 | 65.10% | 0 |
| 7. To re-elect P. Hewitt as a director of the Company. | 50,670,264 | 99.98 | 389 | 0.00 | 50,670,653 | 65.10% | 0 |
| 8. To re-elect B. Hurst-Bannister as a director of the Company. | 50,642,678 | 99.96 | 10,154 | 0.02 | 50,652,832 | 65.08% | 17,820 |
| 9. To re-elect M. Keogh as a director of the Company. | 50,647,611 | 99.93 | 23,042 | 0.05 | 50,670,653 | 65.10% | 0 |
| 10. To re-elect D. Marock as a director of the Company. | 50,670,363 | 99.98 | 290 | 0.00 | 50,670,653 | 65.10% | 0 |
| 11. To re-elect G. Rider as a director of the Company. | 46,446,519 | 91.65 | 4,221,434 | 8.33 | 50,667,953 | 65.10% | 2,700 |
| 12. To re-elect T. Ozmen as a director of the Company. | 50,666,289 | 99.97 | 4,364 | 0.01 | 50,670,653 | 65.10% | 0 |
| 13. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company. | 50,542,242 | 99.77 | 104,088 | 0.21 | 50,646,330 | 65.07% | 24,322 |
| 14. To authorise the Audit, Risk and Compliance Committee to fix the Auditor's remuneration. | 50,573,128 | 99.77 | 97,525 | 0.19 | 50,670,653 | 65.10% | 0 |
| 15. That, the Company be authorised to make political donations and incur political expenditure, not exceeding £10,000. | 44,142,455 | 87.10 | 6,526,899 | 12.88 | 50,669,354 | 65.10% | 1,299 |
| 16. That, the directors be authorised to allot ordinary shares of 1p each in the capital of the Company up to specified amounts. | 43,935,058 | 86.69 | 6,733,850 | 13.29 | 50,668,908 | 65.10% | 1,745 |
| 17. That, the directors be authorised to allot ordinary shares of 1p each in the capital of the Company up to specified amounts for cash, free of pre-emption rights.** | 46,464,374 | 91.72 | 4,182,192 | 8.26 | 50,646,566 | 65.07% | 1,745 |
| 18. That, in addition to Resolution17 the directors be authorised to allot ordinary shares of 1p each in the capital of the Company up to specified amounts for cash, free of pre-emption rights.** | 50,525,500 | 99.70 | 143,407 | 0.28 | 50,668,907 | 65.10% | 1,745 |
| 19. That, the Company be authorised to make purchases of ordinary shares of 1p each in the capital of the Company up to specified amounts.** | 50,557,004 | 99.76 | 112,233 | 0.22 | 50,669,237 | 65.10% | 1,415 |
| 20. To authorise the directors to call a General Meeting other than the Annual General Meeting with 14 clear days’ notice.** | 50,344,482 | 99.34 | 325,841 | 0.64 | 50,670,323 | 65.10% | 330 |
| 21. To approval the revised rules of the Charles Taylor Long Term Incentive Plan in line with the proposed Directors’ Remuneration Policy. | 46,326,442 | 91.48 | 4,296,602 | 8.49 | 50,623,044 | 65.04% | 47,608 |
*A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.** Special Resolutions requiring a 75% majority
In accordance with Listing Rule 9.2.2E, Resolutions 7, 11 and 12 were approved by: (a) the shareholders of the Company; and (b) the independent shareholders of the Company.
The total voting rights of the Company on the day on which shareholders had to be on the register in order to be eligible to vote was 77,834,375.
The results will also be made available on the Company's website: http://www.ctplc.com/
In accordance with LR 9.6.2, a document setting out the resolutions passed at the AGM, concerning special business has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM
DividendsPayment of the final dividend will be made on 24 May 2019 to shareholders who were on the register of members of the Company at the close of business on 26 April 2019.
Statement regarding AGM voting resultsThe Remuneration Committee engaged with our top shareholders (representing 73% of issued share capital) during February 2019 and received positive feedback on the proposed Directors Remuneration Policy. Both resolutions were passed with shareholder support of votes cast: 78.6% for the Remuneration Report and 78.7% for the Remuneration Policy. The Board and the Company remain committed to continued engagement with shareholders and proxy advisors. to address concerns pertaining to remuneration matters. A further round of engagement will take place during June and July 2019.
For further information please contact:
Robert Davison – Group Company Secretary – 0207 680 5666
Chisom Onita – Group Deputy Company Secretary – 02075227437
Charles Taylor plc
8 May 2019
Notes to editors
About Charles Taylor www.ctplc.com
Charles Taylor plc is a global provider of insurance-related technical services and solutions dedicated to enabling the global insurance market to do its business fundamentally better.
We have been providing insurance-related professional services and technological solutions since 1884. Today, we employ over 2,900 staff in more than 100 locations spread across 30 countries in Europe, the Americas, Asia Pacific, the Middle East and Africa.
We are distinctive in our market in that our professional services and technological solutions support every stage of the insurance lifecycle and every aspect of the insurance operating model. For the Property & Casualty (P&C) insurance market, we handle all major commercial lines, along with the more technical areas of personal lines; we do so similarly for the life and health insurance markets.
The clients we support range from insurers - including corporates, mutuals, captives, MGAs, Lloyd's syndicates and reinsurers - to brokers, distributors and corporate insureds.
Our market-leading breadth of services and solutions, world?class technical expertise, extensive global presence and 100% focus on insurance means we can manage and resolve virtually any insurance-related matter, wherever and whenever it occurs.