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Market Tracker Trend Report AGM Season 2014

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Market Tracker Trend Report AGM Season 2014 Lexis ®PSL Corporate. Market Tracker Trend Report AGM season 2014 Market Tracker Trend Report AGM season 2014 Contents 3 Scope Narrative reporting: the annual report and accounts 4 Compliance with the Code Common areas of non-compliance 6 Board diversity 9 Board evaluation Greenhouse gas emissions statement 10 Audit tender statement 13 Advisers The notice of AGM 15 Directors’ remuneration 16 Resolution to approve a final dividend Resolution to re-elect directors 17 Resolution to authorise allotment of shares 18 Resolution to disapply pre-emption rights 19 Resolution to authorise share buybacks 20 Resolution to approve calling of general meetings on short notice Resolution on political donations 22 Automatic poll voting statement AGM available via webcast Voting results and trends 23 Directors’ remuneration 28 Meetings held on short notice 29 Disapplication of pre-emption rights 30 Re-election of directors Share the conversation Find further information and access @LexisUK_Corp previous Market Tracker Trend Reports at lexisnexis.co.uk/MTTR/AGM2014/Corporate 2 Market Tracker Trend Report AGM season 2014 INCLUDE PHOTO This Market Tracker Trend Report analyses the latest market practice and emerging trends coming out of the 2014 annual general meeting (AGM) season. The report is split into 3 main sections: • Narrative reporting: in this section, we look at the latest developments in relation to disclosures made in compliance with the UK Corporate Governance Code (the Code) and other requirements within the narrative reporting sections of FTSE 350 companies’ annual report and accounts • Notice of AGM: this part looks at the resolutions proposed by FTSE 350 companies at their AGMs in 2013- 2014, including analysis on compliance with the new directors’ remuneration shareholder voting regime • Voting results: in the final section, we analyse the voting results at the AGMs held in the 2014 season and identify the notable trends in shareholder voting Scope We analysed the AGM notices of 234 FTSE 350 companies (comprising 81 FTSE 100 companies and 153 FTSE 350 companies) with financial years ended on or after 1 October 2013 that were published between 1 October 2013 and 31 October 2014. We also looked at the shareholder voting results at the AGMs of the 234 companies that were held on or before 31 October 2014 (223 of the 234 companies). 3 Tracking the market: Trends market: the Tracking Market Tracker Trend Report in IPOs on AIM Q1 2014 AGM season 2014 Narrative reporting: the annual report and accounts This section of the report summarises our findings on the latest developments in relation to disclosures made in compliance with the Code and legislation within the narrative reporting sections of FTSE 350 companies’ annual report and accounts. Compliance with the Code The ‘comply or explain’ approach underlies Out of the 91 companies that were in partial corporate governance in the UK. All listed compliance, the most common area of non- companies are required under the Listing Rules of compliance was Code provision B.1.2, which the Financial Conduct Authority (FCA) to either requires that at least half the board (excluding the comply with the provisions of the Code or to chairman) should comprise independent non- explain to shareholders why they have not done so. executive directors. Our analysis revealed that 143 companies (61%) Interestingly, the top 4 areas of non-compliance stated they were in full compliance with the Code. were all provisions that relate to independent non- 91 companies (39%) were in partial compliance executive directors (B.1.2, D.2.1, C.3.1, A.3.1). and provided an explanation as to why they did not fully comply. 61% 39% Yes No Common areas of non-compliance* 13% 12% 10% 10% 10% 9% 6% 5% 5% 4% 4% 4% 3% 3% 2% 2% B.1.2 D.2.1 C.3.7 C.3.1 A.3.1 B.6.2 E.1.1 B.1.1 A.2.1 B.2.1 B.6.1 A.4.1 E.2.3 D.2.2 D.1.1 B.2.4 *Where over 2% of FTSE companies did not comply 4 Market Tracker Trend Report AGM season 2014 Key: Common areas of non-compliance Code provision Summary number A.2.1 Roles of the chairman and chief executive should not be exercised by the same individual, and the division of responsibilities should be clearly established and set out in writing. A.3.1 Chairman should meet the independence criteria, and a chief executive should not go on to be a chairman of the same company. A.4.1 One of the independent non-executive directors should be appointed as the senior independent director. B.1.1 The board should identify in the annual report each non-executive director it considers to be independent. B.1.2 At least half the board (excluding the chairman) should comprise independent non-executive directors. B.2.1 There should be a nomination committee, and a majority of the members of that committee should be independent non-executive directors. B.2.4 A separate section of the annual report should describe the work of the nomination committee, including the process for board appointments. B.6.1 The annual report to state how performance evaluation of the board, its committees and its individual directors has been conducted. B.6.2 Evaluation of a FTSE 350 board should be externally facilitated at least every three years. C.3.1 A FTSE 350 company should have an audit committee of at least three independent non-executive directors. C.3.7 The audit committee has primary responsibility for making a recommendation on the appointment, reappointment and removal of auditors. FTSE 350 companies should put the external audit committee out to tender at least every ten years. D.1.1 In designing schemes of performance-related remuneration for executive directors, the remuneration committee should follow Schedule A of the Code. D.2.1 A FTSE 350 company should have a remuneration committee of at least three independent non-executive directors. D.2.2 The remuneration committee should have delegated responsibility for setting remuneration for all executive directors and the chairman. E.1.1 The chairman should ensure that the views of shareholders are communicated to the board as a whole and should discuss governance and strategy with major shareholders. The senior independent director should attend meetings with a range of major shareholders to develop a balanced understanding of their issues and concerns. E.2.3 The chairman should arrange for the chairmen of the audit, remuneration and nomination committees to be available to answer questions at the AGM for all directors to attend. 5 Market Tracker Trend Report AGM season 2014 Board diversity Diversity policy The Code requires a company to disclose the We found that all of companies reviewed complied details of the board’s policy on diversity (including with the basic Code provision to disclose details gender diversity) and to give a description of any on the board’s policy on diversity, although there measurable objectives set for implementing the was a large variation in the level of detail given. policy, as well as an update on progress in achieving Some companies did not provide full information those objectives (provision B.2.4). on the measurable objectives for implementing the diversity policy, or an update on progress The Davies Report, published in 2011, also gave in achieving those objectives. A number of the a number of recommendations in relation to companies explained that they have not provided improving gender diversity on the board. To comply such details because they consider that board with the Davies Report recommendations, a FTSE diversity is not best achieved by establishing 350 company should disclose: specific quotas and targets, and appointments will • the percentage of women it aims to have on its continue to be based wholly on merit. boards by 2015 in its annual report, and Examples of board diversity • the proportion of women on its board, women in senior executive positions and female disclosures in full compliance with employees in the whole organisation Code provision B.2.4: Wolseley PLC, page 76 We looked at whether FTSE 350 companies have complied with the Code provisions and the Davies Close Brothers Group PLC, page 36 report recommendations. Examples of brief diversity disclosures in partial compliance with Code provision B.2.4: Poundland PLC, page 33 John Wood Group PLC, page 31 Female directors - FTSE 350 38% Women on boards All of the companies reviewed revealed the number of female directors on the board. The company with the highest proportion of female directors on the board was Diageo plc (with 44%). In contrast, 26% 25% there were 25 FTSE 350 companies with no female directors at all (only two of those companies were FTSE 100, 23 were FTSE 250). 59 companies of the companies reviewed had over 25% female representation on the board, which means they have already reached the 2015 target set in the Davies report. Of the 59 companies with 11% over 25% of female representation, 29 of those were FTSE 100 and 30 were FTSE 250. (Since the end of their last financial year, the two FTSE 100 companies (Antofagasta PLC and Glencore PLC) that did not have any women on 15- their boards have now appointed female directors.) <1% 1-14.9% 24.9% >25% 6 Market Tracker Trend Report AGM season 2014 Female senior managers Women in organisation There was a high level of compliance with the Davies There was an even higher level of compliance with the Davies report recommendation to disclose the number of female report recommendation to reveal the overall number of senior managers in the company.
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