Last checked at 6 May 2020 15:55
RESULT OF AGM
RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING
Wednesday 6 May 2020
Standard Chartered PLC (the 'Company') announces the result of voting on the resolutions at its Annual General Meeting ('AGM') held on Wednesday 6 May 2020, as set out in the AGM notice.
A poll was held on each of the resolutions and was passed by the required majority. Resolutions 1 to 23 were passed as ordinary resolutions with the exception of Resolution 2, which was withdrawn by the Board ahead of the meeting. Resolutions 24 to 30 were passed as special resolutions. The results of the poll were as follows:
Resolution | Votes For | % | Votes Against | % | Votes Withheld | Total Votes | % of ISC voted |
1. To receive the Company's annual report for the financial year ended 31 December 2019 together with the reports of the directors and auditors | 607,969,640 | 99.97 | 156,036 | 0.03 | 367,552 | 608,125,676 | 77.07% |
2. WITHDRAWN | - | - | - | - | - | - | - |
3. To approve the annual report on remuneration contained in the Directors' Remuneration Report for the year ended 31 December 2019 | 583,380,384 | 96.96 | 18,288,372 | 3.04 | 6,824,454 | 601,668,756 | 76.25% |
4. To elect Phil Rivett, an independent non-executive director | 607,772,005 | 99.91 | 535,891 | 0.09 | 185,963 | 608,307,896 | 77.09% |
5. To elect David Tang, an independent non-executive director | 607,826,889 | 99.92 | 478,644 | 0.08 | 188,327 | 608,305,533 | 77.09% |
6. To re-elect David Conner, an independent non-executive director | 601,558,087 | 99.90 | 573,899 | 0.10 | 193,535 | 602,131,986 | 76.31% |
7. To re-elect Byron Grote, an independent non-executive director | 597,736,991 | 98.24 | 10,689,158 | 1.76 | 185,053 | 608,426,149 | 77.11% |
8. To re-elect Andy Halford, an executive director | 607,379,057 | 99.67 | 2,026,477 | 0.33 | 185,120 | 609,405,534 | 77.23% |
9. To re-elect Christine Hodgson, CBE, an independent non-executive director | 600,770,170 | 99.79 | 1,237,152 | 0.21 | 6,493,913 | 602,007,322 | 76.30% |
10. To re-elect Gay Huey Evans, OBE, an independent non-executive director | 607,926,596 | 99.94 | 383,042 | 0.06 | 184,222 | 608,309,638 | 77.09% |
11. To re-elect Naguib Kheraj, an independent non-executive director | 607,721,950 | 99.90 | 586,335 | 0.10 | 185,574 | 608,308,285 | 77.09% |
12. To re-elect Ngozi Okonjo-Iweala, an independent non-executive director | 607,978,633 | 99.95 | 329,174 | 0.05 | 186,052 | 608,307,807 | 77.09% |
13. To re-elect Carlson Tong, an independent non-executive director | 607,835,780 | 99.92 | 473,368 | 0.08 | 184,711 | 608,309,148 | 77.09% |
14. To re-elect José Viñals as Group Chairman | 607,084,958 | 99.83 | 1,052,652 | 0.17 | 356,250 | 608,137,610 | 77.07% |
15. To re-elect Jasmine Whitbread, an independent non-executive director | 607,883,907 | 99.93 | 424,019 | 0.07 | 185,934 | 608,307,926 | 77.09% |
16. To re-elect Bill Winters, CBE, an executive director | 607,756,981 | 99.91 | 543,303 | 0.09 | 193,576 | 608,300,284 | 77.09% |
17. To appoint Ernst & Young LLP (EY) as auditor to the Company from the end of the AGM until the end of next year's AGM | 605,613,053 | 99.54 | 2,818,939 | 0.46 | 61,865 | 608,431,992 | 77.11% |
18. To authorise the Audit Committee, acting for and on behalf of the Board, to set the remuneration of the auditor | 607,761,017 | 99.89 | 672,390 | 0.11 | 60,395 | 608,433,407 | 77.11% |
19. To authorise the Company and its subsidiaries to make political donations and incur political expenditure | 603,144,728 | 99.56 | 2,685,383 | 0.44 | 2,662,339 | 605,830,111 | 76.78% |
20. To renew the authorisation of the Board to offer a scrip dividend to shareholders | 605,807,132 | 99.57 | 2,628,501 | 0.43 | 57,155 | 608,435,633 | 77.11% |
21. To authorise the Board to allot shares | 587,632,334 | 96.66 | 20,318,036 | 3.34 | 543,483 | 607,950,370 | 77.05% |
22. To extend the authority to allot shares by such number of shares repurchased by the Company under the authority granted pursuant to resolution 27 | 593,043,486 | 97.79 | 13,384,379 | 2.21 | 2,065,991 | 606,427,865 | 76.86% |
23. To authorise the Board to allot shares and grant rights to subscribe for or to convert any security into shares in relation to any issue of Equity Convertible Additional Tier 1 Securities | 598,467,135 | 98.69 | 7,949,362 | 1.31 | 2,077,357 | 606,416,497 | 76.85% |
24. To authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 21 | 604,727,798 | 99.72 | 1,689,868 | 0.28 | 2,076,189 | 606,417,666 | 76.85% |
25. In addition to resolution 24, to authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 21 for the purposes of acquisitions and other capital investments | 593,795,078 | 97.94 | 12,489,153 | 2.06 | 2,074,620 | 606,284,231 | 76.84% |
26. In addition to resolution 24 and 25, to authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 23 | 591,680,500 | 97.59 | 14,600,664 | 2.41 | 2,077,688 | 606,281,164 | 76.84% |
27. To authorise the Company to purchase its own ordinary shares | 599,510,002 | 98.60 | 8,512,082 | 1.40 | 471,768 | 608,022,084 | 77.06% |
28. To authorise the Company to purchase its own preference shares | 604,069,821 | 99.35 | 3,948,137 | 0.65 | 475,898 | 608,017,958 | 77.06% |
29. To adopt the new Articles of Association with effect from the conclusion of the AGM | 608,372,616 | 99.99 | 45,660 | 0.01 | 75,585 | 608,418,276 | 77.11% |
30. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice | 581,044,222 | 95.50 | 27,384,895 | 4.50 | 64,738 | 608,429,117 | 77.11% |
As at the date of the AGM, the number of issued ordinary shares of the Company was 3,156,182,262 shares, which was the total number of shares entitling the holders to attend and vote for or against all resolutions. There was no share entitling the holder to attend and abstain from voting in favour of any of the resolutions as set out in rule 13.40 of the Hong Kong Listing Rules. In accordance with the Company's Articles of Association, on a poll every member has one vote for every four shares held, therefore the total number of voting rights was 789,045,565. Votes withheld are not votes in law and have not been counted in the calculation of the proportion of votes 'for' or 'against' a resolution. Proxy appointments which gave discretion to the Chairman have been included in the 'for' total.
There were no restrictions on any shareholders casting votes on any of the resolutions proposed at the AGM, save resolution 21. Executive directors of the Company and their associates were required to abstain from resolution 21 which affected a total of 628,536 voting rights. The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.
Copies of resolutions put to shareholders at the AGM today and the new Articles of Association adopted will be submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's National Storage Mechanism, which can be accessed at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In the context of the coronavirus outbreak, the AGM was held as a purely procedural meeting, covering only the formal business. A message from the Group Chairman is available here: sc.com/en/investors/events-and-presentations/agm/.
For further information, please contact:
Jon TraceyGlobal Head, Communications1 Basinghall AvenueLondonEC2V 5DD020 7885 7613