19 Jul 2018 13:55
Royal Mail plc
LEI 213800TCZZU84G8Z2M70
19 July 2018
Results of Annual General Meeting held on 19 July 2018
Royal Mail plc (the 'Company') (RMG.L) announces that at its Annual General Meeting (AGM) held earlier today, resolutions 1, and 3 to 20 were put to shareholders and were passed by the requisite majorities. Resolutions 1 to 16 were ordinary resolutions and resolutions 17 to 20 were special resolutions. Further commentary on the advisory vote on resolution 2 and the vote on resolution 9 is set out below.
Poll results
The results of the polls, on which Equiniti, the Company's registrar, acted as scrutineer, are as follows:
RESOLUTION | FOR | % | AGAINST | % | TOTAL | % OF ISSUED SHARE CAPITAL | WITHHELD | |
1. | Directors and Auditors' reports and audited accounts | 659,304,766 | 99.99 | 94,368 | 0.01 | 659,399,134 | 65.94% | 452,018 |
2. | Directors' Remuneration Report | 181,812,927 | 29.83 | 427,691,494 | 70.17 | 609,504,421 | 60.95% | 50,347,487 |
3. | Final dividend | 659,185,771 | 99.92 | 514,627 | 0.08 | 659,700,398 | 65.97% | 160,559 |
4. | Elect Stuart Simpson | 653,136,944 | 99.03 | 6,365,823 | 0.97 | 659,502,767 | 65.95% | 326,034 |
5. | Elect Simon Thompson | 657,798,574 | 99.74 | 1,694,015 | 0.26 | 659,492,589 | 65.95% | 336,258 |
6. | Elect Keith Williams | 655,686,820 | 99.42 | 3,798,500 | 0.58 | 659,485,320 | 65.95% | 335,920 |
7. | Elect Rico Back | 654,978,034 | 99.31 | 4,536,032 | 0.69 | 659,514,066 | 65.95% | 314,442 |
8. | Elect Sue Whalley | 655,146,436 | 99.33 | 4,387,478 | 0.67 | 659,533,914 | 65.95% | 300,801 |
9. | Re-elect Peter Long | 396,151,937 | 65.59 | 207,845,171 | 34.41 | 603,997,108 | 60.40% | 55,857,993 |
10. | Re-elect Rita Griffin | 589,196,128 | 89.34 | 70,312,784 | 10.66 | 659,508,912 | 65.95% | 315,550 |
11. | Re-elect Orna Ni-Chionna | 543,231,731 | 85.30 | 93,616,470 | 14.70 | 636,848,201 | 63.68% | 22,979,868 |
12. | Re-elect Les Owen | 588,565,176 | 89.25 | 70,928,259 | 10.75 | 659,493,435 | 65.95% | 331,198 |
13. | Re-appoint KPMG LLP | 659,197,192 | 99.94 | 371,238 | 0.06 | 659,568,430 | 65.96% | 266,800 |
14. | Auditors' remuneration | 659,321,296 | 99.96 | 261,222 | 0.04 | 659,582,518 | 65.96% | 247,483 |
15. | Political donations | 650,006,546 | 99.21 | 5,207,133 | 0.79 | 655,213,679 | 65.52% | 4,654,896 |
16. | Allotment of shares | 617,673,646 | 93.65 | 41,907,116 | 6.35 | 659,580,762 | 65.96% | 259,443 |
17. | Disapplication of pre-emption rights (cash) | 658,876,140 | 99.91 | 617,626 | 0.09 | 659,493,766 | 65.95% | 337,272 |
18. | Disapplication of pre-emption rights (acquisition) | 632,590,582 | 95.92 | 26,897,642 | 4.08 | 659,488,224 | 65.95% | 339,005 |
19. | Purchase of own shares | 632,447,593 | 96.10 | 25,669,320 | 3.90 | 658,116,913 | 65.81% | 1,725,811 |
20. | Notice of general meeting | 590,466,301 | 90.11 | 64,777,584 | 9.89 | 655,243,885 | 65.52% | 4,612,056 |
As at 6.30pm on Tuesday 17 July 2018, the number of issued shares in the Company was 1,000,000,000 ordinary shares. This was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's articles of association, on a poll every member present in person or by proxy has one vote for every share held.
There were no restrictions on shareholders casting votes on any of the resolutions proposed at the AGM. Votes withheld are not votes in law. Therefore, they have not been counted in the calculation of the proportion of the votes for or against a resolution.
Pursuant to UK Listing Rule 9.6.2R, copies of all resolutions, other than those concerning ordinary business, passed at the AGM today have been submitted to the National Storage Mechanism and will shortly be available to view at http://www.morningstar.co.uk/uk/NSM
The AGM results are also available to view on the Company's website at http://www.royalmailgroup.com/investors/shareholder-communications/annual-general-meetings
Peter Long, Chairman, said: "The Board would like to thank its shareholders for their engagement in advance of the AGM. While we note that the majority of the meeting resolutions were passed with very significant majorities, we acknowledge and respect their views on a number of key issues. We are committed to ongoing, constructive discussions with them as Orna Ni-Chionna and I seek to address their outstanding concerns about my business commitments and the Remuneration Report.
"As Royal Mail's Remuneration Committee Chair and Senior Independent Director, Orna will set out the Company's views on the advisory vote on the Directors' Remuneration Report ('the DRR') and will also comment on the outcome of the vote on my re-election. We are pleased to be able to confirm her re-election today, and the high esteem in which she is held by our Board."
Resolution 2: Directors' Remuneration Report
Orna Ni-Chionna said: "We are very disappointed that the advisory vote on the DRR was not carried. We have worked hard since becoming a public company to take a highly responsible approach to executive pay and have enjoyed strong support from our shareholders on all remuneration matters until this vote.
"We recognise and understand the reasons why our shareholders felt they could not vote in favour of the DRR this year. We have already been in contact with many of them and will reflect very carefully on their main concerns (see below). We will consult very closely with them and with the shareholder representative bodies as part of our scheduled review of the Company's Remuneration Policy. This is due to take place in the autumn. The Company will adopt now the new UK Corporate Governance Code requirement to publish an update on the views of shareholders and actions taken when 20 per cent or more of votes are cast against a resolution. This will be published in the coming months."
"We believe that the first, and most critical shareholder concern was the contractual entitlements of Moya Greene, our retiring CEO. These arrangements have been in place since 2010. They date from when we were in State ownership. They are specific to our retiring CEO and have been disclosed every year since our IPO.
"In the eight years that Moya Greene was our CEO, Royal Mail was transformed. This included our privatisation in 2013 and two significant, ground-breaking agreements with the CWU. But we accept and share the reservations of our shareholders about contracts that have clauses of this kind. We have stressed for a number of years now that these contractual provisions have not been replicated in any current contracts for the Executive Directors. Nor would they be in the future.
"It is very clear, however, that, while we have disclosed these contractual provisions annually since our IPO, many shareholders believe we have not been clear enough about it in our communications. I would like to apologise to our shareholders for our failure to communicate about this contract in a clear and detailed enough fashion.
"The second shareholder concern was the remuneration of Rico Back, our incoming Group CEO. We are fortunate to have secured a Group CEO with Rico's track record, unparalleled knowledge of our Company and industry experience. Under Rico's leadership, GLS has become the leading delivery company of its kind in Europe.
"In our engagement with shareholders, we explained that the retiring CEO's and the incoming CEO's overall fixed cash remuneration - their base salary, pension entitlements and benefits - are broadly the same. The incoming CEO's pension entitlement is lower and the salary is higher than the retiring CEO. We did not feel it was appropriate to reduce the fixed pay for this very demanding role. Any potential increase in Rico Back's variable pay is subject to meeting stringent performance conditions. Those performance conditions are challenging. In the event that this extra pay is awarded, significant shareholder value would have been created.
"We believe that this approach is aligned with our focus on aligning pay to performance and reflects the responsible position we have taken on this key issue."
Resolution 9: Re-elect Peter Long
In response to the shareholder vote for Resolution 9, Peter Long said: "I am pleased that shareholders have voted for my re-election and I am grateful for their support. However, I note that a substantial minority have not done so. Our shareholder engagement in advance of the AGM has shown that today's vote is a result of concerns that I am "overboarded" and I regret that, due to the timing of the announcement, some shareholders may not have been aware before they voted that I have now stepped down as Chairman of Parques Reunidos Servicios Centrales S.A.U ('Parques'). I made this decision some time ago, having carefully reviewed my overall business commitments."
Orna Ni-Chionna said: "Today's vote is a result of concerns that Peter is "overboarded". Otherwise, support for the Chairman is strong, particularly given Peter's strong track record of delivering sustainable shareholder value at major companies over a lengthy period of time. As Peter has pointed out, he has stepped down from Parques. In the coming weeks, Peter and I will meet with shareholders and their representative bodies as we seek to address their concerns".
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Contacts
Company SecretariatKulbinder DosanjhPhone: 020 7449 8133Email: cosec@royalmail.com
Media Beth Longcroft
Phone: 07435 768 549
Email: beth.longcroft@royalmail.com
Mark Street
Phone: 07515 924 344
Email: mark.street@royalmail.com
Royal Mail press office out of hours: 020 3338 1007
Investor RelationsCatherine NashPhone: 020 7449 8183Email: investorrelations@royalmail.com