The total voting rights in the Company are 246,091,423
Original Resolutions and Voting Outcome
Date |
Meeting type |
Resolution number & title |
% Voted for |
% Voted against |
% Withheld |
% Issued share capital voted |
28/10/2020 |
AGM |
Resolution 4: To approve the Directors' Remuneration Policy |
58.98% |
41.02% |
0.02% |
79.31% |
28/10/2020 |
AGM |
Resolution 3: To approve the Directors' Remuneration Report |
53.83% |
46.17% |
0.01% |
79.31% |
The company has met with some of the company’s larger shareholders following the AGM resolutions; concerns were raised about the level of the outgoing CEO’s severance package and the targets for the 2020 long term incentive plan awards for executive directors. There were mixed views about the Value Creation Plan (VCP).
Since then the remuneration committee has undertaken a review of the remuneration policy in general, the VCP and the past and future targets for the long term incentive plan awards and bonus awards. The company will consult further with shareholders between now and the publication of the FY21 annual results to gain opinions on a potentially, revised remuneration policy.
A further update will appear in the next annual report.
Proxy voting results for the AGM held on 28 October 2020
At the Annual General Meeting of Redde Northgate plc (the "Group") held at 10.30am on 28 October 2020 the total number of votes received on each resolution were as follows:
Resolutions | Votes for | % of Votes | Votes Against | % of Votes | Total Votes | Votes cast as % of Issued Share Capital | Votes Withheld | |
---|---|---|---|---|---|---|---|---|
1 |
To receive the Directors' Report and audited accounts of the Company for the year ended 30 April 2020 (Annual Report and Accounts) |
194,580,684 |
99.99 |
28,289 |
0.01 |
195,313,257 |
79.37 |
704,284 |
2 |
To declare a final dividend of 6.8 pence per ordinary share payable to the shareholders on the register (see notice) |
195,313,146 |
100.00 |
112 |
0 |
195,313,258 |
79.37 |
0 |
3* |
To approve the Directors' Remuneration Report in the form set out on pages 56-77 of the Annual Report and Accounts (see notice) |
105,064,074 |
53.83 |
90,097,583 |
46.17 |
195,185,948 |
79.31 |
24,291 |
4* |
To approve the Directors' Remuneration Policy in the form set out on pages 59-67 of the Directors' Remuneration Report (see notice) |
115,101,869 |
58.98 |
80,054,014 |
41.02 |
195,185,948 |
79.31 |
30,065 |
5 |
To appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting |
194,248,546 |
99.47 |
1,043,127 |
0.53 |
195,313,257 |
79.37 |
21,584 |
6 |
To authorise the Audit and Risk Committee, for and on behalf of the Board, to determine the remuneration of the auditor |
194,779,422 |
99.74 |
511,081 |
0.26 |
195,313,257 |
79.37 |
22,754 |
7 |
To re-elect Avril Palmer-Baunack as a director |
194,179,359 |
99.43 |
1,107,832 |
0.57 |
195,313,257 |
79.37 |
26,066 |
8 |
To re-elect Mark Butcher as a director |
194,611,968 |
99.66 |
673,724 |
0.34 |
195,313,258 |
79.37 |
27,566 |
9 |
To re-elect John Pattullo as a director |
184,665,777 |
94.56 |
10,619,915 |
5.44 |
195,313,258 |
79.37 |
27,566 |
10 |
To re-elect Philip Vincent as a director |
193,992,631 |
99.34 |
1,293,061 |
0.66 |
195,313,258 |
79.37 |
27,566 |
11 |
To elect Martin Ward as a director |
194,908,821 |
99.81 |
377,880 |
0.19 |
195,313,258 |
79.37 |
27,557 |
12 |
To elect John Davies as a director |
190,985,521 |
97.80 |
4,297,003 |
2.20 |
195,313,258 |
79.37 |
30,734 |
13 |
To elect Mark McCafferty as a director |
195,013,864 |
99.87 |
259,160 |
0.13 |
195,313,258 |
79.37 |
40,234 |
14 |
That the Board be authorised to allot shares in the Company up to an aggregate nominal amount of 40,974,221 GBP (see notice) |
194,067,395 |
99.38 |
1,210,475 |
0.62 |
195,313,258 |
79.37 |
35,388 |
15 |
That subject to the passing of Resolution 14, the Board be authorised to allot equity securities for cash (see notice) |
195,110,704 |
99.98 |
31,570 |
0.02 |
195,185,949 |
79.31 |
43,675 |
16 |
That subject to the passing of Resolution 14, the Board be authorised to allot equity securities for cash and/or sell ordinary shares (see notice) |
194,689,847 |
99.70 |
586,468 |
0.30 |
195,313,257 |
79.37 |
36,942 |
17 |
That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice |
192,752,155 |
98.70 |
2,532,484 |
1.30 |
195,313,258 |
79.37 |
28,619 |
18 |
That the Company be authorised to make market purchases of ordinary shares of 50p each (see notice) |
194,580,033 |
99.71 |
556,903 |
0.29 |
195,313,257 |
79.37 |
176,321 |
19 |
That the all employee Share Save Scheme be approved (see notice) |
195,143,555 |
99.99 |
18,756 |
0.01 |
195,185,949 |
79.31 |
23,638 |
Notice is hereby given that the Annual General Meeting of Redde Northgate plc (‘the Company‘) will be held at the offices of Bryan Cave Leighton Paisner LLP, Governor’s House, 5 Laurence Pountney Hill, London, EC4R 0BR at 10.30 am on 28 October 2020 for the purpose of considering and, if thought fit, passing the following resolutions, of which resolutions 1 to 14 and 19 will be proposed as ordinary resolutions and resolutions 15 to 18 will be proposed as special resolutions:
By Order of the Board
Nicholas Tilley (Company Secretary)
28 September 2020
Registered Office:
Northgate Centre,
Lingfield Way,
Darlington,
DL1 4PZ
Resolution 1 will be proposed as an ordinary resolution to receive and adopt the Annual Report and Accounts which are enclosed with this notice of meeting.
Resolution 2 will be proposed as an ordinary resolution to declare a final dividend of 6.8 pence per ordinary share to shareholders who are on the register at the close of business on 25 September 2020, as recommended by the directors.
Resolution 3 will be proposed as an ordinary resolution to approve the Directors’ Remuneration Report in the form set out on pages 56 to 77 of the Annual Report and Accounts. The vote is advisory only and no Director’s remuneration is conditional upon passing the resolution.
Resolution 4 will be proposed as an ordinary resolution to approve a revised Directors’ Remuneration Policy.
The Group’s existing directors’ remuneration policy was approved by shareholders at the Company’s annual general meeting in 2019. That policy was amended and approved by shareholders at the general meeting on 15 January 2020 solely for the purpose of facilitating share awards under the new Value Creation Plan and crystallising EPSP awards on the merger between Redde and Northgate. It is now proposed that rather than renew the existing Share Incentive Plan, the rules for which require renewal this year, the Company adopt the SAYE, a new all-employee share save scheme. The adoption of the new SAYE will comprise an amendment to the Directors’ Remuneration Policy, which shareholders are invited to approve by resolution 4.
The updated Directors’ Remuneration Policy is set out on pages 59 to 67 of the Directors’ Remuneration Report contained in the Company’s Annual Report and Accounts.
This vote is binding and if approved, the Directors’ Remuneration Policy will take effect immediately following the AGM. If the remuneration policy is not approved the remuneration policy approved at the 2019 AGM as amended will continue to apply. If approved, it will be valid for up to three financial years.
Resolution 5 will be proposed as an ordinary resolution to appoint PricewaterhouseCoopers LLP as auditor to the Company until the conclusion of the next Annual General Meeting.
Resolution 6 will be proposed as an ordinary resolution to authorise the Audit and Risk Committee, for and on behalf of the Board, to fix the auditor’s remuneration.
Resolutions 7 -13 will be proposed as ordinary resolutions for the re-election of the directors.
The Company’s Articles of Association require all directors to submit themselves for re-election at each annual general meeting.
Biographical details of all directors standing for re-election can be found on page 49 of the accompanying Annual Report and Accounts.
Following a full performance evaluation of the current board of directors, the performance of each of the directors standing for re-election continues to be effective and demonstrates commitment to their roles.
Resolution 14 will be proposed as an ordinary resolution to authorise the directors to allot new shares up to a nominal amount of £40,974,221 and additionally to authorise the directors to allot relevant securities in connection with a rights issue up to a further nominal amount of £40,974,221, representing in total approximately two thirds of the total issued ordinary share capital of the Company as at the date of this notice. This authority will expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 23 December 2021). The directors have no present intention of using the authority granted by this resolution for any reason but believe that the flexibility allowed by this resolution may assist them in taking advantage of business opportunities as they arise. As at 25 September 2020, the Company held no ordinary shares in treasury.
The Directors intend to renew this authority annually.
Resolution 15 will be proposed as a special resolution to empower the directors to allot ordinary shares in the Company and/or to sell ordinary shares held by the Company as treasury shares for cash as if the pre-emption provisions of section 561(1) of the Companies Act 2006 did not apply, provided that such power of the directors is limited to: (a) issues or offers, including rights issues and open offers, but with flexibility to deal with fractional entitlements and overseas regulatory problems; and (b) allotments of equity securities or sale of treasury shares for cash with a nominal value of up to £6,152,285 which is equal to approximately 5% of the Company’s issued ordinary share capital as at the date of this notice.
This authority will expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 23 December 2021.
Resolution 16 will be proposed as a special resolution to empower the directors, in addition to any power granted under resolution 15, to allot ordinary shares in the Company and/or to sell ordinary shares held by the Company as treasury shares for cash as if the pre-emption provisions of section 561(1) of the Companies Act 2006 did not apply, provided that such authority is:
(a) limited to allotments of equity securities or sale of treasury shares up to a nominal value of up to £6,152,285 which is equal to approximately 5% of the Company’s issued ordinary share capital as at the date of this notice; and (b) used only for the purposes of certain financing or refinancing transactions of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights.
This authority will expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 23 December 2021.
Resolution 17 will be proposed as a special resolution and would allow general meetings, other than an Annual General Meeting, to be called on not less than 14 clear days’ notice, renewing the authority granted by shareholders at the last AGM. The approval will be effective until the Company’s next annual general meeting, when it is expected that a similar resolution will be proposed.
Resolution 18 will be proposed as a special resolution to permit the Company to make market purchases of up to 24,609,142 ordinary shares of 50 pence each of the Company (being approximately 10% of the issued ordinary capital of the Company) subject to the conditions set out in the resolution. This authority will expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 23 December 2021.
Resolution 19 will be proposed as an ordinary resolution to approve a share save scheme summarised in the notes below.
The Redde Northgate Plan 2020 SAYE (the SAYE) is an all employee share option scheme designed to meet the requirements of Schedule 3 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA), so as to permit the grant of tax advantaged options to acquire ordinary shares in the capital of the Company (Shares) to participants.
Participation in the SAYE will be offered to all eligible employees and executive directors of the Company and any designated participating subsidiaries who satisfy certain criteria (Eligible Employees). The criteria are that the individual:
Invitations to apply for an option may be issued to Eligible Employees during the period 42 days commencing on:
Each Eligible Employee who receives an invitation may, within a period determined by the Board, which shall not be less than 14 days from the date of the invitation, apply for an option.
An Eligible Employee who wishes to be granted an option must enter into a savings contract, under which the Eligible Employee will save a regular sum each month for three or five years (such period to be selected at the discretion of the Board) of not less than £5 nor more than £500 per month (or such greater amount as may from time to time be permitted by ITEPA and approved by the Board) (the SAYE Contract).
The application for an option shall be deemed to be for an option over the largest whole number of Shares which can be acquired with the proceeds of the option holder’s SAYE Contract, including any bonus payable under his/her SAYE Contract.
Options will be granted in consideration of Eligible Employees agreeing to enter into SAYE Contracts. No cash payment will be made by an Eligible Employee for the grant of an option.
No option will be granted under the SAYE more than ten years after the Adoption Date.
The Board may place a limit on the number of Shares available for an invitation. If there are insufficient Shares available to fully satisfy all applications received for an option from option holders, the Board may scale down the applications by taking one or more prescribed steps set out in the rules of the SAYE to reduce the amount of savings made under each SAYE Contract or otherwise to reduce the proceeds derived from each SAYE Contract so as to ensure that the options are granted over such number of Shares as does not exceed the number of Shares available to satisfy those options.
The number of Shares over which an option is granted will be determined by the Board at the date of grant to reflect the amount that each employee has agreed to save under his/ her SAYE Contract. The exercise price for the options will be set by the Board and will not be less than: (a) 80 per cent. of: (i) the market value for a Share on the dealing day immediately before the invitation date; or (ii) the average of the market values for a Share on the three consecutive dealing days immediately preceding the invitation date (rounded up to the nearest whole penny); or (iii) the market value for a Share at such other time or times as may be agreed by HMRC; and (b) in the case of any option under which Shares may be issued, the nominal value of a Share.
In the event of a variation of the Company’s share capital (whether by way of capitalisation issue (other than a scrip dividend), rights issue, sub-division, consolidation or reduction), the number of Shares subject to an option and the exercise price may be adjusted by the Board.
No Option to subscribe for Shares will be granted under the SAYE if the result of that grant would be that the aggregate number of Shares that could be issued on the exercise of that option and any other options granted at the same time, when added to the number of Shares that:
Ordinarily, an option may be exercised within six months of the maturity of the related SAYE Contract. Earlier exercise is permitted if an employee ceases to be employed by the Group by reason of retirement, redundancy, injury, disability, the transfer of the employee’s employing business or company out of the Group, because of a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 or on death.
Earlier exercise of any outstanding options which were granted more than three years before the date of cessation of employment may also be permitted where an option holder ceases to be employed/ engaged by the Group before the expiry of six months after the maturity of the related SAYE Contract for any other reason other than dismissal for gross misconduct, breach of contract or serious shortfall in performance.
Special provisions also allow early exercise in the event of a change of control, reconstruction or winding-up of the Company.
Where there is a change of control of the Company in certain circumstances option holders may release their rights under options in consideration of the grant to them of equivalent rights over Shares in the acquiring company which gains control of the Company. Options not exercised by the end of the relevant exercise period will lapse.
Options granted under the SAYE are not transferable other than to a participant’s personal representatives in the event of his death.
Options will not form part of pensionable earnings.
Where an option is exercised early, the number of Shares acquired on exercise will be limited by reference to the proceeds accrued under the relevant SAYE Contract up to the date of exercise.
Where an option lapses the option holder will be entitled to the return of their savings together with any bonus and interest where applicable.
Until options are exercised, option holders have no voting or other rights in relation to the Shares subject to those options.
All Shares allotted or transferred to satisfy the exercise of an option will rank equally in all respects with the Shares in issue at the date of exercise save as regards any rights attaching to such Shares by reference to a record date prior to the date of exercise. Any Shares acquired on the exercise of options shall be subject to the articles of association of the Company from time to time in force.
If and so long as the Shares are admitted to listing by the UKLA and admitted to trading by the London Stock Exchange, the Company will, at its expense, make application to the UKLA and the London Stock Exchange for Shares allotted on the exercise of any 0ption to be admitted to such listing and trading respectively.
The Board may amend the SAYE in any respect. However, prior approval of shareholders at a general meeting will be required for amendments to the advantage of participants relating to eligibility, limits, maximum entitlements, the basis for determining a participant’s entitlement to, and the terms of, the shares provided under the SAYE and adjustments that may be made in the event of any variation to the share capital of the Company.
However, any minor amendment to benefit the administration of the SAYE, to take into account changes in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Eligible Employees, option holders or any member of the Group may be made by the Board without shareholder approval. The Board may establish sub-plans to the SAYE to enable options to be granted to employees in different jurisdictions, subject to such modifications to the SAYE rules as may be necessary or desirable to take account of any applicable tax, exchange control or securities laws.
You are requested to complete and return a form of proxy or otherwise appoint a proxy by electronic means or through CREST, as soon as possible, but in any event so as to arrive at the offices of the Company’s registrars, Link Asset Services, PXS1, 34 Beckenham Road, Beckenham BR3 4ZF not later than 10.30 am on 26 October 2020, being 48 hours before the time appointed for the Annual General Meeting.
Shareholders are urged to appoint the Chairman of the Meeting as their proxy, as due to the Covid-19 pandemic, unless the Company announces alternative arrangements prior to the Meeting, entry will be refused to anyone other than the company secretary and those directors (or their proxies) required to ensure that the Meeting is quorate and therefore a proxy who is not the Chairman of the Meeting will be unable to attend or cast your vote.
Your Board unanimously believes that the resolutions to be proposed at the Annual General Meeting are in the best interests of shareholders as a whole and, accordingly, recommends that you vote in favour of the resolutions to be proposed at the Annual General Meeting, as the directors intend to do in respect of their own beneficial holdings.
Northgate plc
Proxy voting results for the AGM held on 23 September 2019
At the Annual General Meeting of Northgate plc (the "Group") held at 11.30am on 23 September 2019 the total number of votes received on each resolution were as follows:
Resolutions | Votes For |
% of Votes |
Votes Against |
% of Votes |
Total Votes |
Votes cast as % of Issued Share Capital |
Votes Withheld |
|
---|---|---|---|---|---|---|---|---|
1 | To receive the Directors' Report and audited accounts of the Company for the year ended 30 April 2019. | 114,658,319 | 99.99% | 5,812 | 0.01% | 114,664,131 | 86.06% | 103,011 |
2 | To declare a final dividend of 12.1p per Ordinary share recommended by the Directors. | 114,763,771 | 100.00% | 4,612 | 0.00% | 114,768,383 | 86.14% | 1,475 |
3 | To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy referred to in Resolution 4 below) in the form set out on pages 58-74 of the 2019 Annual Report and Accounts. | 96,197,272 | 84.36% | 17,828,268 | 15.64% | 114,025,540 | 85.58% | 741,602 |
4 | To approve the Directors' Remuneration Policy in the form set out on pages 58-74 of the Directors' Remuneration Report in the 2019 Annual Report and Accounts. | 107,689,358 | 94.07% | 6,789,594 | 5.93% | 114,478,952 | 85.92% | 290,906 |
5 | To appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting | 114,743,601 | 99.99% | 13,121 | 0.01% | 114,756,722 | 86.13% | 13,136 |
6 | To authorise the Audit & Risk Committee, for an on behalf of the Board, to determine the remuneration of the auditor. | 114,743,549 | 99.99% | 14,505 | 0.01% | 114,758,054 | 86.13% | 11,804 |
7 | To elect Mr J Pattullo as a Director. | 114,740,566 | 99.99% | 8,731 | 0.01% | 114,749,297 | 86.13% | 20,561 |
8 | To re-elect Mr B Spencer as a Director. | 114,525,926 | 99.81% | 217,847 | 0.19% | 114,743,773 | 86.12% | 26,085 |
9 | To re-elect Miss J Caseberry as a Director. | 106,824,806 | 93.10% | 7,918,967 | 6.90% | 114,743,773 | 86.12% | 26,085 |
10 | To re-elect Mrs C Miles as a Director. | 114,521,038 | 99.81% | 222,735 | 0.19% | 114,743,773 | 86.12% | 26,085 |
11 | To re-elect Mr K Bradshaw as a Director. | 108,547,577 | 94.60% | 6,200,964 | 5.40% | 114,748,541 | 86.13% | 21,317 |
12 | To re-elect Mr P Vincent as a Director. | 113,535,574 | 98.95% | 1,206,855 | 1.05% | 114,742,429 | 86.12% | 27,429 |
13 | To authorise Issue of Equity. | 114,737,709 | 99.99% | 14,388 | 0.01% | 114,752,097 | 86.13% | 17,761 |
14 | To authorise Issue of Equity without Pre-emptive Rights. | 114,720,629 | 99.99% | 16,868 | 0.01% | 114,737,497 | 86.12% | 29,645 |
15 | To authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment. | 114,459,171 | 99.75% | 284,590 | 0.25% | 114,743,761 | 86.12% | 23,381 |
16 | To allow the Company to hold general meetings (other than AGMs) on 14 days' notice. | 113,176,377 | 98.62% | 1,587,130 | 1.38% | 114,763,507 | 86.14% | 6,351 |
17 | To authorise the Company to make market purchases of Ordinary Shares. | 114,428,257 | 99.75% | 282,214 | 0.25% | 114,710,471 | 86.10% | 59,387 |
18 | To approve the Executive Performance Share Plan. | 107,729,313 | 93.88% | 7,024,832 | 6.12% | 114,754,145 | 86.13% | 12,997 |
Notes from last year:
For further information, please contact:
Northgate plc
Katie Tasker-Wood, Company Secretary +44 (0)1325 467 558
Buchanan
David Rydell/Jamie Hooper/Tilly Abraham +44 (0) 207 466 5000
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
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Proxy voting results for the AGM held on 18 September 2018 At the Annual General Meeting of Northgate plc (the "Group") held at 11.30am on 18 September 2018 the total number of votes received on each resolution were as follows:
Resolutions | Votes for | % of Votes | Votes Against | % of Votes | Total Votes | Votes cast as % of Issued Share Capital | Votes Withheld | |
---|---|---|---|---|---|---|---|---|
1 | To receive the Directors' Report and audited accounts of the Company for the year ended 30 April 2018. | 116,753,626 | 99.99 | 7,578 | 0.01% | 116,761,204 | 87.64 | 78,600 |
2 | To declare a final dividend of 11.6p per Ordinary share. | 116,838,519 | 100.00 | 1,056 | 0.00 | 116,839,575 | 87.70 | 230 |
3 | To approve the Directors' Remuneration Report in the form set out on pages 60 to 78 of the 2018 Annual Report and Accounts. | 49,105,198 | 42.03 | 67,719,898 | 57.97 | 116,825,096 | 87.69 | 14,708 |
4 | To appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting. | 116,834,863 | 100.00 | 3,962 | 0.00 | 116,838,825 | 87.70 | 980 |
5 | To authorise the Audit and Risk Committee to determine the remuneration of the auditor. | 116,828,353 | 100.00 | 3,952 | 0.00 | 116,832,305 | 87.69 | 7,500 |
6 | To re-elect Mr A Page as a Director. | 99,201,387 | 87.62 | 14,014,396 | 12.38 | 113,215,783 | 84.98 | 3,624,021 |
7 | To re-elect Mr AJ Allner as a Director. | 72,009,497 | 72.39 | 27,465,443 | 27.61 | 99,474,940 | 74.66 | 17,364,863 |
8 | To re-elect Miss J Caseberry as a Director. | 102,600,446 | 87.82 | 14,232,603 | 12.18 | 116,833,049 | 87.69 | 6,756 |
9 | To re-elect Mrs C Miles as a Director. | 112,574,670 | 96.36 | 4,258,379 | 3.64 | 116,833,049 | 87.69 | 6,756 |
10 | To re-elect Mr B Spencer as a Director. | 104,137,385 | 89.13 | 12,695,664 | 10.87 | 116,833,049 | 87.69 | 6,756 |
11 | To re-elect Mr K Bradshaw as a Director. | 115,541,026 | 98.89 | 1,292,861 | 1.11 | 116,888,887 | 87.69 | 5,918 |
12 | To elect Mr P Vincent as a Director. | 115,401,057 | 98.77 | 1,431,992 | 1.23 | 116,833,049 | 87.69 | 6,756 |
13 | To renew the general authority of the directors to allot shares. | 116,835,131 | 100.00 | 834 | 0.00 | 116,835,965 | 87.69 | 3,840 |
14 | To disapply statutory pre-emption rights. | 115,936,844 | 99.24 | 892,547 | 0.76 | 116,829,391 | 87.69 | 10,414 |
15 | To disapply statutory pre-emptions rights for specified capital investments. | 115,052,863 | 98.48 | 1,776,157 | 1.52 | 116,829,020 | 87.69 | 10,784 |
16 | To allow the Company to hold general meetings (other than AGMs) on 14 days' notice. | 114,639,161 | 98.12 | 2,192,906 | 1.88 | 116,832,067 | 87.69 | 7,738 |
12 | To authorise the Company to make market purchases of its own shares. | 116,462,814 | 99.74 | 302,994 | 0.26 | 116,765,808 | 87.64 | 73,996 |
The Board would like to thank its shareholders for their engagement in advance of the AGM. While the majority of the meeting resolutions were passed with significant majorities, we acknowledge and respect the views communicated on certain issues.
We are very disappointed that the advisory vote on the Remuneration Report was not carried. As part of our commitment to high corporate governance standards, we have worked hard to take a highly responsible approach to executive pay and have enjoyed strong support from
our shareholders on remuneration matters prior to this vote.
Over the last few days, we have actively engaged with our shareholders and representative bodies, including the proxy advisers regarding the AGM voting, and we recognise and understand that there were a number of concerns predominantly caused by the changes implemented earlier this year to our long-term incentive plan awarded in 2016 and 2017. The decision made by the remuneration committee to remove the EPS performance metric from those awards was taken after engagement with major shareholders and external advisors and was as a direct result of the implementation of our fleet optimisation strategy which, whilst positive for the Company, had an adverse impact on EPS and in turn the part of the awards subject to EPS. Therefore, we felt the awards would not align management to the long-term interests of the Company. Following the AGM result, the remuneration committee will be engaging further with major shareholders regarding the changes to the long-term incentive plan for years 2016 and 2017, as well as the proposals for the performance metrics for future long-term incentive awards, with a view to reaching agreement on all elements of the long term incentive awards.
The remuneration committee remains committed to ensuring support from shareholders on all remuneration matters and will continue with an annual programme of engagement to discuss the Group's approach to remuneration, including the Remuneration Policy, which will be proposed as a resolution at the AGM in 2019.
Further, the Board acknowledges that although resolution 10 was passed, a significant minority voted against the re-election of Andrew Allner and, following shareholder engagement, the primary reason for this is concern over the number of Board positions held by Andrew as well as his tenure. Andrew has remained a non-executive director of the Group, past the normal nine-year tenure, at the request of the Board to facilitate continuity during a period of change, and the Board is grateful for his support and significant contribution during this period. The Nomination Committee is already reviewing Board evolution and succession planning and will consider the voting at the AGM in the context of that evolution. The Nomination Committee will make recommendations to the Board as and when appropriate during the financial year.
Notes from last year:
Proxy Voting results for the AGM held on 18 September 2018
Subsequent to the statement made with the results of the 2018 AGM the Board has considered at length the reasons behind the significant votes against the resolutions to approve the Directors’ Remuneration Report (58%) and the re-election of Andrew Allner as a Director of the Company (28%). In the meantime, there has also been significant engagement with shareholders.
In the run up to, and following the 2018 AGM the Remuneration Committee Chair engaged with leading shareholders and their representative bodies to seek to fully understand their views on:
These discussions are continuing and we are grateful for the time and consideration given by those we have engaged with to date. These views have differed from one another and we have been seeking to find common ground.
Very early on, the Remuneration Committee decided to reverse its decision to amend the changes made to the performance conditions for the 2016 and 2017 long-term incentive awards, reinstating the EPS measure and original targets to those awards. This has been communicated to those current and former Directors affected.
The performance conditions for the 2018 long-term incentive awards and the new Policy are still being developed and we have received valuable suggestions from shareholders and their representative bodies. We expect to have confirmed the 2018 LTIP conditions soon and the Policy will reflect changes as a result of the UK Corporate Governance Code applying to the Company from 1 May 2019.
The Remuneration Committee remains committed to ensuring support from shareholders on all remuneration matters and will continue with an annual programme of engagement to discuss the Group's approach to remuneration.
As announced on 16 October 2018 Andrew Allner retired from the Board on 31 December 2018. On 21 December we announced that John Pattullo would join the Board as a non-executive Director on 1 January 2019.