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26 Nov 2021 16:25
For Immediate Release | 26 November 2021 |
ScS Group plc ("the Company")
Result of AGM
The Company announces that at its Annual General Meeting held earlier today, all of the resolutions, as set out in the Notice of Meeting, were duly passed on a poll.
The votes were as follows:
Resolution No. | Votes For | % | Votes Against | % | Votes Total | % Issued Share Capital* | Votes Withheld |
01 | 26,337,643 | 100.00 | 0 | 0.00 | 26,337,643 | 69.33 | 8,314 |
02 | 21,011,956 | 79.76 | 5,331,618 | 20.24 | 26,343,574 | 69.35 | 2,383 |
03 | 21,118,213 | 80.16 | 5,225,361 | 19.84 | 26,343,574 | 69.35 | 2,383 |
04 | 26,345,957 | 100.00 | 0 | 0.00 | 26,345,957 | 69.35 | 0 |
05 | 26,222,625 | 99.53 | 123,332 | 0.47 | 26,345,957 | 69.35 | 0 |
06 | 26,345,957 | 100.00 | 0 | 0.00 | 26,345,957 | 69.35 | 0 |
07 | 21,254,913 | 84.31 | 3,954,544 | 15.69 | 25,209,457 | 66.36 | 1,136,500 |
08 | 24,944,259 | 94.69 | 1,400,198 | 5.31 | 26,344,457 | 69.35 | 1,500 |
09 | 24,944,259 | 94.69 | 1,400,198 | 5.31 | 26,344,457 | 69.35 | 1,500 |
10 | 22,809,259 | 90.47 | 2,401,698 | 9.53 | 25,210,957 | 66.37 | 1,135,000 |
11 | 24,099,450 | 91.47 | 2,246,507 | 8.53 | 26,345,957 | 69.35 | 0 |
12 | 24,944,259 | 94.68 | 1,401,698 | 5.32 | 26,345,957 | 69.35 | 0 |
13 | 25,048,029 | 95.07 | 1,297,928 | 4.93 | 26,345,957 | 69.35 | 0 |
14 | 24,928,289 | 94.62 | 1,417,668 | 5.38 | 26,345,957 | 69.35 | 0 |
15 | 25,041,603 | 95.05 | 1,304,354 | 4.95 | 26,345,957 | 69.35 | 0 |
16 | 26,345,659 | 100.00 | 298 | 0.00 | 26,345,957 | 69.35 | 0 |
* calculation excludes shares held by the Company's employee benefit trust
Although resolution 2 (the Directors' Remuneration Report (excluding the Directors' Remuneration Policy)) was passed, just over 20% of the votes cast were against the resolution. Prior to the AGM, the Chair of the Remuneration Committee met with the shareholder accounting for the majority of the votes against, to understand the reason for the vote and to further explain the Committee's rationale for the actions outlined in the Report, over and above that set out in the Report itself.
The Remuneration Committee intends that any future increases in salary for the executive directors will be aligned with the wider workforce, as noted in the Remuneration Report. The Committee will also review the LTIP targets for awards to vest in 2025, with consideration to be given to both the lower and upper limit targets, aimed at ensuring that both the window is wide enough to act as a retention mechanism, whilst the upper target rewards stretching performance. Visibility of the future environment and the longer term impact of the pandemic may be clearer in Summer 2022, when these targets are to be reviewed. Finally, and as noted in the Remuneration Report, an ESG element will be included in executive remuneration packages, whether it be in the annual bonus or the LTIP. The Company will update shareholders on this in due course.
In Autumn 2020, the Remuneration Committee found the consultation and dialogue conducted with institutional shareholders extremely useful in helping determine remuneration outcomes. The Chair of the Remuneration Committee will take the opportunity to follow up with shareholders over the next year to gain further input, and welcomes the opportunity to talk with shareholders at any time.
The number of the Company's shares in issue as at the date of the meeting was 38,012,655 ordinary shares of 0.1p.
Please note that each share carries one vote and that a 'vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against the resolution. Any proxy appointments which gave discretion to the Chairman have been included in the votes for total.
Copies of the Resolutions, other than those concerning ordinary business, will be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2 and will shortly be available to the public for inspection at: https://data.fca.org.uk/#/homepage.
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