21 May 2019 16:00
AGM Resolutions
At the company's annual general meeting held at Clifford Chance's offices in London, on 21 May 2019, Resolutions 1 to 19 were passed on a show of hands.
In accordance with Listing Rule 9.6.2R, copies of all the resolutions passed other than resolutions concerning ordinary business have been submitted to the National Storage Mechanism and will be shortly available for inspection at www.morningstar.co.uk/uk/NSM.
A summary of the proxies cast in respect of each resolution is set out below.
Name of contact and telephone number for queries:
Charley Davies
Company Secretary
Tel: 0203 620 3689 extension 3689
ANNUAL GENERAL MEETING - 21 MAY 2019
Summary of proxy cards returned
IN FAVOUR | AT PROXY'S DISCRETION | AGAINST | WITHHELD | ||||||||||
Number of Shares | Number of Holders | % voting shares | Number of shares | Number of Holders | % voting shares | Number of shares | Number of Holders | % voting shares | Number of shares | Number of holders | % total shares voted and withheld | ||
RESOLUTION | |||||||||||||
1. | Directors' and auditor's reports and the financial statements | 155,471,091 | 349 | 99.95 | 65,850 | 49 | 0.04 | 7,579 | 6 | 0.01 | 160,068 | 7 | 0.10 |
2. | Approval of the Remuneration Policy | 152,700,629 | 289 | 98.08 | 66,739 | 49 | 0.04 | 2,921,610 | 64 | 1.88 | 11,541 | 13 | 0.00 |
3. | Approval of the annual statement by the chairman of the remuneration committee and the annual report on remuneration | 122,544,519 | 234 | 79.58 | 73,005 | 47 | 0.05 | 31,366,266 | 135 | 20.37 | 1,716,728 | 15 | 1.11 |
4. | That a final dividend of 10.0p per share be declared | 155,633,382 | 356 | 99.95 | 63,579 | 47 | 0.04 | 2,795 | 4 | 0.01 | 763 | 2 | 0.00 |
5. | Re-election of Andrea Blance as a Director | 143,034,726 | 295 | 91.88 | 63,730 | 48 | 0.04 | 12,575,056 | 70 | 8.08 | 27,007 | 12 | 0.01 |
6. | Re-election of Malcolm Le May as a Director | 155,582,641 | 328 | 99.95 | 63,730 | 48 | 0.04 | 22,369 | 25 | 0.01 | 31,779 | 13 | 0.02 |
7. | Election of Elizabeth Chambers as a Director | 155,584,678 | 329 | 99.95 | 63,730 | 48 | 0.04 | 21,332 | 22 | 0.01 | 30,779 | 14 | 0.02 |
8. | Election of Paul Hewitt as a Director | 155,584,674 | 328 | 99.95 | 64,413 | 49 | 0.04 | 18,921 | 22 | 0.01 | 32,511 | 14 | 0.02 |
9. | Election of Angela Knight as a Director | 155,602,557 | 327 | 99.95 | 63,730 | 48 | 0.04 | 17,653 | 24 | 0.01 | 16,579 | 13 | 0.01 |
10. | Election of Patrick Snowball as a Director | 153,596,977 | 328 | 98.66 | 63,730 | 48 | 0.04 | 2,022,997 | 27 | 1.3 | 16,815 | 13 | 0.01 |
11. | Election of Simon Thomas as a Director | 155,582,776 | 328 | 99.94 | 65,050 | 49 | 0.04 | 35,434 | 24 | 0.02 | 17,259 | 14 | 0.01 |
12. | Reappointment of Deloitte LLP as the Auditor of the Company | 151,536,053 | 330 | 98.41 | 65,640 | 52 | 0.04 | 2,388,619 | 31 | 1.55 | 1,710,207 | 14 | 1.09 |
13. | Audit committee to determine the Auditor's Remuneration | 153,217,285 | 335 | 98.42 | 67,159 | 53 | 0.04 | 2,403,395 | 27 | 1.54 | 12,680 | 9 | 0.00 |
14. | Company granted authority to make political donations | 155,482,580 | 277 | 99.88 | 64,327 | 50 | 0.04 | 128,188 | 71 | 0.08 | 25,424 | 18 | 0.01 |
15. | Directors authorised to allot shares | 155,269,725 | 327 | 99.73 | 78,705 | 52 | 0.05 | 335,720 | 22 | 0.22 | 16,369 | 15 | 0.01 |
16. | Company authorised to purchase its own shares | 153,855,889 | 334 | 98.84 | 77,582 | 50 | 0.05 | 1,721,374 | 20 | 1.11 | 45,674 | 11 | 0.02 |
17. | Company authorised to disapply pre-emption rights | 155,565,139 | 320 | 99.93 | 78,705 | 52 | 0.05 | 29,910 | 22 | 0.02 | 26,765 | 20 | 0.01 |
18. | Company authorised to disapply pre-emption rights (in relation to acquisitions and specified capital investments) | 149,512,591 | 315 | 96.04 | 81,114 | 53 | 0.05 | 6,081,496 | 31 | 3.91 | 25,318 | 20 | 0.01 |
19. | Convening of a general meeting on not less than 14 days' notice authorised | 152,661,220 | 326 | 98.05 | 83,234 | 54 | 0.05 | 2,951,025 | 34 | 1.9 | 5,040 | 8 | 0.00 |
Notes:
1. Percentage of voting shares is the percentage of shares voted and excludes shares on which votes were withheld
2. Total number of shares voted = 155,704,588
3. Total number of valid proxies returned = 431
4. Total number of shares in issue = 253,378,601
We are pleased that all resolutions were passed at the AGM and I would like to thank our shareholders for their continued support. However, the Board recognises the concerns from some shareholders on Resolution 3 - the approval of the Directors' Remuneration Report, which received a 79.58% vote in favour.
We acknowledge the concerns that some of our shareholders have expressed in the vote. We carried out a consultation process with large shareholders during 2018 and early 2019 on the proposed changes to our Directors' Remuneration Policy. During 2019, we will continue to consult and engage with our shareholders on the implementation of the Policy, and to understand the reasons behind the voting decisions. An update on the consultation and actions we will take to address shareholders' concerns will be provided in accordance with the 2018 UK Corporate Governance Code within six months of the AGM.