12 May 2020 12:45
Standard Life Aberdeen plc
Results of Annual General Meeting
The Board of Standard Life Aberdeen plc ('the Company') announces the results of the voting on the resolutions put to its Annual General Meeting (AGM) held earlier today, Tuesday 12 May 2020. Resolutions 1 to 15 were duly passed.
Resolution 16, which was proposed as a special resolution and which proposed amendments to the Company's Articles of Association, was not passed, and accordingly, the Articles approved at the 2018 AGM remain in force.
The results of the polls were as follows:
For | % For | Against
| Total Votes Validly Cast | Votes Withheld | |
Resolution 1: To receive and consider the Annual report and accounts 2019 | 1,095,427,832 | 99.96 | 418,890 | 1,095,846,722 | 9,728,748 |
Resolution 2: To declare a final dividend for 2019 | 1,101,582,527 | 99.66 | 3,741,199 | 1,105,323,726 | 251,744 |
Resolution 3: To re-appoint KPMG LLP as auditors | 1,092,010,289 | 98.87 | 12,466,514 | 1,104,476,803 | 1,098,666 |
Resolution 4: To authorise the audit committee to set the auditors' fees | 1,101,976,965 | 99.79 | 2,373,303 | 1,104,350,268 | 1,225,202 |
Resolution 5: To approve the Directors' remuneration report, excluding the remuneration policy | 1,067,884,391 | 98.05 | 21,284,114 | 1,089,168,505 | 16,406,965 |
Resolution 6: To approve the Directors' remuneration policy | 1,003,905,073 | 91.66 | 91,323,405 | 1,095,228,478 | 10,346,991 |
Resolution 7A: To re-elect Sir Douglas Flint as a Director | 1,092,716,248 | 99.66 | 3,685,635 | 1,096,401,883 | 9,173,586 |
Resolution 7B: To re-elect Stephanie Bruce as a Director | 1,103,533,879 | 99.71 | 3,191,144 | 1,106,725,023 | 1,143,523 |
Resolution 7C: To re-elect John Devine as a Director | 1,094,307,683 | 98.89 | 12,307,817 | 1,106,615,500 | 1,253,045 |
Resolution 7D: To re-elect Melanie Gee as a Director | 1,103,590,027 | 99.72 | 3,124,999 | 1,106,715,026 | 1,153,520 |
Resolution 7E: To re-elect Martin Pike as a Director | 1,103,407,611 | 99.71 | 3,170,048 | 1,106,577,659 | 1,290,887 |
Resolution 7F: To re-elect Cathleen Raffaeli as a Director | 1,104,181,204 | 99.78 | 2,477,025 | 1,106,658,229 | 1,210,317 |
Resolution 7G: To re-elect Jutta af Rosenborg as a Director | 1,006,582,172 | 90.96 | 100,046,613 | 1,106,628,785 | 1,239,760 |
Resolution 7H: To re-elect Keith Skeoch as a Director | 1,105,327,217 | 99.27 | 8,142,006 | 1,113,469,223 | 1,275,788 |
Resolution 8A: To elect Jonathan Asquith as a Director | 1,100,632,988 | 99.69 | 3,415,446 | 1,104,048,434 | 1,527,036 |
Resolution 8B: To elect Brian McBride as a Director | 1,110,646,558 | 99.78 | 2,501,908 | 1,113,148,466 | 1,596,545 |
Resolution 8C: To elect Cecilia Reyes as a Director | 1,111,006,572 | 99.80 | 2,256,569 | 1,113,263,141 | 1,481,870 |
Resolution 9: To provide limited authority to the Company and its subsidiaries to make political donations and to incur political expenditure | 1,087,759,612 | 98.58 | 15,724,436 | 1,103,484,048 | 2,101,411 |
Resolution 10: To authorise the Directors to issue further shares | 1,076,662,607 | 97.50 | 27,550,849 | 1,104,213,456 | 1,362,014 |
Resolution 11 (Special): To disapply share pre-emption rights | 1,090,867,628 | 98.88 | 12,380,043 | 1,103,247,671 | 2,327,799 |
Resolution 12 (Special): To give authority for the Company to buy back up to 10% of its issued ordinary shares | 1,089,097,082 | 98.64 | 15,002,235 | 1,104,099,317 | 1,477,621 |
Resolution 13: To authorise the Directors to allot shares in relation to the issuance of Convertible Bonds | 1,090,127,934 | 98.80 | 13,276,533 | 1,103,404,467 | 2,171,002 |
Resolution 14 (Special): To disapply pre-emption rights in respect of allotments of equity securities in relation to the issuance of Convertible Bonds | 1,088,212,308 | 98.67 | 14,683,057 | 1,102,895,365 | 2,680,104 |
Resolution 15 (Special): To allow the Company to call general meetings on 14 days' notice | 1,037,109,236 | 93.88 | 67,563,912 | 1,104,673,148 | 902,322 |
Resolution 16 (Special): To adopt new articles of association | 691,183,286 | 62.64 | 412,319,625 | 1,103,502,911 | 2,072,559 |
Resolution 16 - To approve and adopt the draft articles of association in the form produced to the meeting
The Board recognises the significant percentage of votes cast against this resolution. The Board believed that the proposed update to the Company's current articles was uncontroversial and appropriate. One of the proposed changes was to provide the Company with the option to allow for shareholders to join meetings remotely and to convene meetings at which electronic facilities were available for remote participation; this would address the constraints currently in force that prevent gatherings of more than a very few participants. Feedback suggests it was this element that caused investor concern. We understand that some shareholders were concerned that the Company could and possibly would use the permission to hold 'virtual' meetings with no shareholders present.
The Board recognises the importance of the AGM and values engaging with shareholders, in particular due to the strong retail shareholding in the Company. The Board has no plans to do away with physical meetings, but believes that allowing shareholders to also participate by electronic means would be in the interests of shareholders and allow engagement with those unable to travel to the meeting.
In the coming months, we will engage with institutional shareholders on the concerns raised on this resolution. In accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM.
Other matters
As previously announced, we confirm that Martin Gilbert did not seek re-election, and retired from the Board at the conclusion of the meeting.
Melanie Gee has stepped down as a member of the Risk & Capital Committee and John Devine has stepped down as a member of the Remuneration Committee with effect from 12 May 2020.
The total number of shares in issue at 6pm on Monday 11 May 2020 was 2,282,301,116 ordinary shares of 1361/63 pence each.
Votes withheld are not a vote in law and have not been counted in the calculation of the votes for and against each resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.
Copies of all resolutions are available for inspection in the AGM Guide previously submitted to the UK Listing Authority's Document Viewing Facility, via the National Storage Mechanism at www.morningstar.co.uk/uk/nsm
In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the FCA's National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The AGM Guide and the voting results are also available on the Standard Life Aberdeen plc website at www.standardlifeaberdeen.com
12 May 2020
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