Last checked at 12 May 2017 12:33
Hochschild Mining plc
("the Company")
Result of AGM &
Confirmation of Changes in Board/Committee Composition
The Company announces the results detailed below of the poll taken at the Annual General Meeting ("AGM") held yesterday afternoon at which all proposed resolutions were passed.
Retirement of Directors
As previously announced, Roberto Dañino and Nigel Moore retired from the Board of Directors (the "Board") at the conclusion of the AGM.
Re-election of Jorge Born Jnr
The Board notes the level of votes against the re-election of Jorge Born Jnr, a Non-Executive Director, reflecting certain investors' views with regards to Mr Born's independence in light of his tenure on the Board.
The Board evaluates the independence of each Non-Executive Director annually and, as stated in the 2016 Annual Report, has concluded that Mr Born continues to act as an effective independent Non-Executive Director.
Composition of the Board & Committees
Following the retirements referred to above, the Board comprises the Chairman, the CEO and 6 independent Non-Executive Directors. The membership of the Company's committees is as follows:
Audit Committee: Eileen Kamerick*, Graham Birch and Michael Rawlinson
CSR Committee: Graham Birch*, Ignacio Bustamante and Michael Rawlinson
Remuneration Committee: Enrico Bombieri*, Graham Birch and Michael Rawlinson
Nominations Committee: Eduardo Hochschild*, Enrico Bombieri, Jorge Born Jnr and Sanjay Sarma
*Denotes Chairman of the Committee
Copy of Resolutions
A copy of the resolutions passed as Special Business at the Annual General Meeting is being submitted to the UK Listing Authority and will shortly be available for inspection at the National Storage Mechanism document viewing facility at: http://www.morningstar.co.uk/uk/nsm
Note
The number of Ordinary Shares in issue on 9 May 2017 at 6pm was 507,232,310. Shareholders are entitled to one vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast.
Enquiries:
Hochschild Mining plc | |
Raj Bhasin | +44 (0)20 3709 3260 |
Company Secretary | |
Hudson Sandler | |
Charlie Jack | +44 (0)20 7796 4133 |
Public Relations | |
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Resolution |
| Description of Resolution | Number of Votes | % of Votes Cast1 |
| Number of Votes | % of Votes Cast1 |
| Total Number of Votes Cast |
| Votes Withheld |
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1 |
| Receipt of 2016 Report and Accounts | 436,854,649 | 99.99% |
| 57,928 | 0.01% |
| 436,912,577 |
| 79,722 |
2 |
| Approve 2016 Directors' Remuneration Report | 424,953,371 | 97.27% |
| 11,934,005 | 2.73% |
| 436,887,376 |
| 104,922 |
3 |
| Re-elect Graham Birch | 436,935,201 | 99.99% |
| 57,098 | 0.01% |
| 436,992,299 |
| 0 |
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| Votes of the independent shareholders2 | 178,369,828 | 99.97% |
| 57,098 | 0.03% |
| 178,426,926 |
| 0 |
4 |
| Re-elect Enrico Bombieri | 436,291,538 | 99.84% |
| 700,761 | 0.16% |
| 436,992,299 |
| 0 |
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| Votes of the independent shareholders2 | 177,726,165 | 99.61% |
| 700,761 | 0.39% |
| 178,426,926 |
| 0 |
5 |
| Re-elect Jorge Born Jr. | 386,979,332 | 88.56% |
| 50,012,966 | 11.44% |
| 436,992,298 |
| 0 |
|
| Votes of the independent shareholders2 | 128,413,959 | 71.97% |
| 50,012,966 | 28.03% |
| 178,426,925 |
| 0 |
6 |
| Re-elect Ignacio Bustamante | 436,795,188 | 99.95% |
| 197,111 | 0.05% |
| 436,992,299 |
| 0 |
7 |
| Re-elect Eduardo Hochschild | 426,935,453 | 97.87% |
| 9,288,239 | 2.13% |
| 436,223,692 |
| 768,607 |
8 |
| Elect Eileen Kamerick | 436,784,799 | 99.98% |
| 70,000 | 0.02% |
| 436,854,799 |
| 137,500 |
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| Votes of the independent shareholders2 | 178,219,426 | 99.96% |
| 70,000 | 0.04% |
| 178,289,426 |
| 137,500 |
9 |
| Re-elect Michael Rawlinson | 436,794,264 | 99.99% |
| 60,535 | 0.01% |
| 436,854,799 |
| 137,500 |
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| Votes of the independent shareholders2 | 178,228,891 | 99.97% |
| 60,535 | 0.03% |
| 178,289,426 |
| 137,500 |
10 |
| Elect Sanjay Sarma | 436,865,201 | 99.97% |
| 127,098 | 0.03% |
| 436,992,299 |
| 0 |
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| Votes of the independent shareholders2 | 178,299,828 | 99.93% |
| 127,098 | 0.07% |
| 178,426,926 |
| 0 |
11 |
| Re-appoint Ernst & Young LLP as auditors | 436,653,626 | 99.97% |
| 131,173 | 0.03% |
| 436,784,799 |
| 207,500 |
12 |
| Authorise the Audit Committee to set the auditors' remuneration | 436,992,299 | 100.00% |
| 0 | 0% |
| 436,992,299 |
| 0 |
13 |
| Authorise directors to allot shares/grant rights to subscribe for or to convert any securities into shares | 435,442,348 | 99.65% |
| 1,549,951 | 0.35% |
| 436,992,299 |
| 0 |
14 |
| Disapply statutory pre-emption rights | 436,776,612 | 99.95% |
| 212,250 | 0.05% |
| 436,988,862 |
| 3,437 |
15 |
| Disapply statutory pre-emption rights to finance an acquisition or other capital investment | 423,854,668 | 96.35% |
| 16,051,680 | 3.65% |
| 439,906,348 |
| 0 |
16 |
| Authorise the Company to make market purchases of own shares | 436,778,827 | 99.95% |
| 213,472 | 0.05% |
| 436,992,299 |
| 0 |
17 |
| Authorise general meetings other than AGMs to be called on not less than 14 clear days' notice | 433,704,465 | 99.25% |
| 3,287,833 | 0.75% |
| 436,992,298 |
| 0 |
1. Excludes votes withheld
2. Under Listing Rule 9.2.2E R, resolutions on the re-election of any independent director must be approved by (a) the shareholders of the Company; and (b) the independent shareholders of the Company.