Lexis ®PSL Corporate.

Market Tracker Trend Report AGM season 2014

Resolution to authorise allotment of shares Resolution authorise of to allotment Directors’ remuneration Directors’ remuneration Meetings held on short notice Disapplication pre-emption of rights Re-election directors of Resolution to approve a final dividendResolution approve to Resolution re-elect to directors Resolution disapply to pre-emption rights Resolution authorise to buybacks share general of calling meetings onResolution approve short to notice Resolution on political donations statement pollAutomatic voting via webcastAGM available Compliance the Code with non-compliance of Common areas Board diversity Board evaluation statement emissions gas Greenhouse statement tender Audit

lexisnexis.co.uk/MTTR/AGM2014/Corporate Find further information andFind access further information Reports at Trend Tracker Market previous Voting results and trends and results Voting 23 28 29 30 15 16 17 18 19 20 22 Narrative reporting: the annual report accounts and annual the reporting: Narrative 4 6 9 10 13 Advisers AGM of notice The Contents 3 Scope LexisUK_Corp conversation @ Share the

Market Tracker Trend Report AGM season 2014 2 Market Tracker Trend Report AGM season 2014 3 ) and other requirements within the Code INCLUDE PHOTO INCLUDE : in this section, look we the latest at developments disclosures in relation to made in the final section,we analyseresults voting theAGMsat the held in the season2014 this part looks the resolutions at proposed FTSE by 350 companies their at AGMs in 2013- ) season. Narrative reporting in compliance the with UK Corporate Governance Code (the narrative reporting sections FTSE of 350 companies’ annual report and accounts Notice AGM: of including2014, analysis on compliance the with new directors’ remuneration shareholder regime voting results: Voting and identifythe notable trends in shareholder voting AGM FTSE 350 financial with companies) years ended on afteror 1 October 2013were that published between 1 October 2013 and 31 October also looked the 2014. We shareholder at results the voting AGMs at the of 234 companies were held that on 31 or before October (223 2014 the 234 of companies). • • • Scope analysedWe the AGM notices 234 of FTSE 350 companies 81 FTSE (comprising 100 companies and 153 This Market Tracker Trend Report analyses the latest market practice practice market latest the Report analyses Trend Tracker Market This meeting general annual 2014 the of out coming trends emerging and ( The report 3 main is sections: split into Tracking the market: Trends Market Tracker Trend Report Trend Report Tracker Market in IPOs on AIM Q1 2014 Q1 AIM on IPOs in AGM season 2014 season AGM

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 5 should discuss governance and strategy major with shareholders. The senior independent director should attend meetings a range with major of shareholders develop to a balanced understanding their of issues and concerns. The chairman should arrange the chairmen for the audit, of remuneration and nomination committees be to answeravailable to questions the all directors AGM at for attend. to A FTSE 350 company should a remuneration have committee least at of three independent non-executive directors. The remuneration committee should delegated have responsibility setting for remuneration all executive for chairman. the and directors The chairman should ensure the that shareholders views of communicated are the to board as a whole and The audit committee has primary responsibility for making a recommendation on the appointment, appointment, the on recommendation a making for primary responsibility has committee audit The reappointment and auditors. removal of FTSE 350 companies should put the external audit committee out tenderto least at every ten years. In designing schemes performance-related of remuneration directors, executive for the remuneration committee should Schedule follow the Code. A of directors has been conducted. has directors a FTSE of Evaluation 350 board should be externally least facilitated at every three years. A FTSE 350 company should an audit have committee least at of three independent non-executive directors. independent non-executive directors. non-executive independent A separate section the annual of report should describe the work the nomination of committee, including the process board for appointments. The annual report state how to performance the evaluation board, of its committees and its individual One the independent of non-executive directors should be appointed as the senior independent director. The board should identify in the annual report each non-executive director considers it be to independent. should the comprise least chairman) At half the independent board (excluding non-executive directors. There should be a nomination committee, and a majority the members of committee that of should be Roles the chairman of and chief should executive be not the exercised by same individual, and the division of responsibilities should be clearly established and set out in writing. Chairman should meet the independence criteria, anda chief should executive go not on be to a chairman of company. same the Summary E.1.1 B.1.1 D.1.1 B.1.2 B.2.1 A.4.1 B.6.1 A.2.1 D.2.1 A.3.1 C.3.1 E.2.3 B.2.4 B.6.2 C.3.7 D.2.2 Code Code number provision Key: Common areas of non-compliance Common of areas Key: >25% 25% , page 31 15- 26% 24.9% , page 33 , page 76 38% 1-14.9% <1% 11% Examples of brief diversity diversity brief of Examples in partialdisclosures compliance with B.2.4: Code provision Poundland PLC John Group Wood PLC Examples of board diversity diversity board of Examples with compliance full in disclosures B.2.4: Code provision PLC Wolseley Close Brothers Group PLC, page 36 Diversity policy Diversity companies all of that found We reviewed complied thewith basic Code disclose provision to details on the board’s policy on although diversity, there waslarge a variation detail in the of level given. Some companies did provide not information full on the measurable objectives implementing for the diversity or an update policy, on progress in achieving those objectives. A number the of companies explained provided not they have that such details because they consider board that diversity is best not achieved establishing by specific quotas and targets, and appointments will continue be to based wholly on merit. , published in 2011, also gave Davies ReportDavies the proportion women of on its board, women in senior positions executive and female organisation whole the in employees the percentage women on of its aims have it to boards 2015 by in its annual report, and their boards now appointed have female directors.) directors at all (only two those of companiesdirectors all (only at were FTSE 100, 23 were FTSE 250). 59 companies the companies of reviewed had over 25% female representation on the board, which means already they reached have the 2015 target set in the Davies report. Of the 59 companies with 25% femaleover representation, of 29 those of were FTSE 100 and 30 were FTSE 250. (Since the end their of the last financialyear, two FTSE 100 and companies PLC (Antofagasta Glencore women any did on that have not PLC) Female directors - FTSE 350 directors Female on boards Women theAll companies of reviewed revealed the number company The board. the on directors female of thewith highest proportion female directors of on the board 44%). was Diageo plc In contrast, (with there were 25 FTSE 350 companies no with female • looked whether at We FTSE 350 companies have complied the with Code provisions and the Davies report recommendations. gender a description and give diversity) to any of measurable objectives implementing set for the as well aspolicy, an updateon progress in achieving those objectives (provision B.2.4). The a number recommendations of in relation to improving gender comply diversity on the board. To FTSE a Report recommendations, Davies the with 350 should disclose: company • Board diversity The Code requires a company disclose to the details the board’s of policy on diversity(including

Market Tracker Trend Report AGM season 2014 6 Market Tracker Trend Report AGM season 2014 7

71% >25%

22% 15-24.9% 7% 1-14.9% Total females in organisation - FTSE 350 organisation in females Total Women in organisation in Women There was higher an even compliance of level the with Davies report recommendation the number overall reveal to of women in the organisation;only companies 11 did make not this disclosure. Companies the with highest female of level representation in the workforce were Marks and Spencer Group and PLC, Regus Bank PLC Georgia of Holdings PLC, which each women have making up more than the 70% of organisation. Companies the with lowest women of level in workforce (5%) were Standard PLC Life and Acacia Mining PLC (formerly African Barrick Gold PLC). >25% 27% 34% 15-24.9% lexisnexis.co.uk/MTTR/AGM2014/Corporate Find further information andFind access further information Reports at Trend Tracker Market previous 38% 1-14.9%

<1% 1% LexisUK_Corp Edward Craft, Partner, WedlakeBell LLP I find it very refreshing that recently the Business Secretary finally came finally Secretary Business the recently that refreshing very it I find must emerge the modern both workplace accommodate to within life.” family Century 21st and working vanguard of the cause of members of our community from all minority minority all from community our of members of cause the of vanguard paradigm a new that see who fathers working those as well as groups, out in support of true, wider, diversity. I see the gender issue to be in the be in to issue gender the I see diversity. wider, true, of support in out conversation @ Share the Females in senior management - FTSE 350 management senior in Females “ representation Baker in senior management Ted was at 50%PLC, with its of senior managers being female. PLC, both FTSE 250). There were 57 companies with women representing 25% senior over of management (21 FTSE 100 and 36 FTSE 250). The highest female of level companies reviewed did this make not disclosure. Only 2 companies had no female seniormanagers whatsoever Noor(Al Hospitals and Group Melrose PLC Industries There was compliance a high of level the with Davies female of number the disclose to report recommendation senior managers Only in the the 19 company. FTSE of 350 Female senior managers senior Female Market Tracker Trend Report Trend Report Tracker Market AGM season 2014 season AGM

Gender diversity - overall It was good to see such a high level of compliance with both the Code provisions and the Davies report recommendations in relation to board diversity and female representation in the workforce generally. These disclosures have enabled us to compare the statistics relating to the number of women in the organisation with the number of female senior managers and board directors.

Total females in organisation

25%+ 106 52

15-24.9% 34 16

1-15% 5 10

No data 8 3

Female senior management

25%+ 36 21

15-24.9% 47 27 FTSE 250 1-15% 52 30 FTSE 100 Less than 1% 2

No data 16 3

Female directors

25%+ 30 29

15-24.9% 31 29

1-15% 68 21

Less than 1% 24 2

0 10 20 30 40 50 60 70 80 90 100 110 120 130 140 150 160 Number of companies

We picked out the following cases as particularly interesting comparisons of the representation of women across the board, senior management and the whole organisation: • at the Bank of Georgia Holdings PLC, where the workforce • at Standard Life PLC, only 5% of the organisation were was 72.6% female and 42.4% senior managers were female, female, but the board had a comparatively large proportion there were no female directors of women on the board (18%) • at Rexham PLC, only 11% of the overall organisation was • at Regus PLC, 70% of the workforce was female and 30% female, but the company met the target of 25% for female of senior managers were women, but only 14% of the board board representation were female • at Ted Baker PLC, 50% of senior managers were women and the organisation was 65% female, but only 20% of the board were women

8 Market Tracker Trend Report AGM season 2014 9 61% ). 39% SI 2013/1970 Internal External How was board evaluation conducted? evaluation board was How the fact the that board is newly constituted and enough not time has elapsed carry to out companies) an evaluation (6 the board has been assessed informally during a recent companies) (2 transaction corporate the internal evaluation was postponed due a forthcoming to external evaluation (2 in 2014 companies) healthill and resulting absence board member a key of (1 company) The reasons carrying not for given out a board evaluation were: • • • • Of the 223 companies conducted that a performance theevaluation board of in the last136 financial carriedyear, out internal evaluations and 87 had an externally facilitated evaluation. Details the most of common external facilitators included are on page 14. 95% (Strategic Report and Directors’ Report) Regulations 2013, Companies Act 2006 5% No Yes Was a board evaluation conducted? evaluation a board Was not obligednot due the to to fact is incorporated it that in Jersey). Since 1 October 2013, the directors a quoted of company obliged are report to the company’s greenhouse gas emissions in the directors’ report ( did not comply that with this new requirement (Centamin company PLC) was only (the compliance 100% revealed research Our Greenhouse gas emissions statement emissions gas Greenhouse evaluation had taken not place. that evaluationthat had been conducted. (11 5% did companies) carrynot out a board evaluation in its lastbut all financialyear, thoseof companies provided explanation an a full why as to We found that 95% that found (223)We the FTSE of 350 companies reviewed complied the with Code conducting by an annual performance the evaluation board of details and on gave how B.6.1). the board of FTSE of Evaluation 350 companies should be externally least facilitated at every three years (Code B.6.2).provision main principle B6). It should state in the annual report how performance the evaluation board,of its committees and its individual directors has been conducted (Code provision The Code requires a board that should undertake a formal and rigorous annual its evaluation of own performance itsand of that committees and individualdirectors (Code Board evaluation on its website suggesting statement do comply intend to not the until wider legislative framework audit for tenders had been finalised or they had the by end not had (which come force into companies’ those years). financial of Audit tender disclosures tender Audit varied reviewed disclosures tender Audit The company. to company from significantly disclosures significantly were influenced by the 2012 Code changes, the FRC’s transitional arrangements and the been wider have that legislative reforms ongoing in the UK and across the Europe last over details on page months 11). (see 12-18 Whilst the Code provisions already apply all FTSE to 350 companies (being applicable companies all to financialwith years beginning on afteror 1 October 2012), 22 that found we companies stated they that ) introducednew a Code provision (C.3.7) requiring company had carried out a tender or changed audit firm recentlymore than 2000, this could be thedeferred until next partner in 2019.” rotation out to tender. The FRC tender. out suggested to where that a company has put the audit contract tender out to or changed audit firm in afteror 2000, thetender process be might the deferred until latter stages the incomingof audit engagement partner’s term (in other words, a further for years). five example,So, for under these suggested arrangements, if the current audit partner was due complete to theiryear five period in 2014 the company would carry out a tender in time the successfulfor (which auditcould firm be the to up theirtake incumbent appointment firm) when partner that steps down. However if the FRC why not. Whatever their not. decision,why Whatever the FRC would encourage companies state when to they first report against the 2012 Code whether or not puttingthey anticipate the audit contract out to course. due in tender The FRC suggested the that tenders timing of bemight aligned both with the rotating cycle for the audit engagement partner and the length of time since the audit contract was previously put The FRC’s transitional arrangements The transitional FRC’s are arrangements “The suggested transitional binding.not Companies should put the audit contract tender out to earlier than they would be expected under to these arrangements if they is appropriate it feel do and to so, shareholders should request free to feel them do to so. as all other with provisions the Code, of Equally, companies can choose comply to not and explain relation to auditrelation to tender. Provision C.3.7 was one the largest of areas of disclosed non-compliance,companies of 10% with reviewed stating they did that comply not with this Code provision and instead providing an explanation their in relation to non-compliance graph on page showing four (see the most common non-compliance). of areas FRC recognised if all that FTSE 350 companies decided comply to the with new provision immediately, the chaos. audit be may market thrown into made it Accordingly, a transitional arrangements help to stagger compliance the with new requirements put to the audit out to years. ten every tender Compliance the91% companies of reviewed complied the with basic provision and either stated they had that complied provision with C.3.7 or explained why they had complied. not 9% did (20 companies) statement providenot any on their in intentions Audit tender statement tender Audit In October 2012, the Financial Reporting Council ( FTSE 350 companies put to their audit tender out to every ten years on a comply or explain basis. The

Market Tracker Trend Report AGM season 2014 10 Market Tracker Trend Report AGM season 2014 11 ) and 2014/56/EU ) containing) rules on 537/2014 In Europe, a new directive ( regulation ( have tendering and rotation auditor mandatory been the approved by European Parliament and were formally adopted the by European Council in June 2014. The rules require the that auditors listedof companies governed the an EU by law of member state must after a period rotate 10 of this is mandatory, rather thanyears being (and but this beon may and a ‘comply explain’ basis), extended a further by period 10 years of where public tenders carried are out or an additional 14 years where more than one audit firm is appointed. Member implement to states have the new requirements June by 2016. The ) issued its finalreport CMA ) comes into force on) comes 1 January force into 2015 and SABMiller – Annual PLC Report 2014, page 49 PwC has been the company’s auditors since 2001 when it won a tender for for a tender won it when 2001 since auditors company’s PwC been the has the external audit...The audit committee has considered the FRC’s suggested FRC’s the considered has committee audit audit...The external the a as and tendering audit to respect with arrangements transitional non-binding of conclusion the towards arrangements tendering the consider will consequence, so.” do to is cause there if earlier or office in period partner’s audit current the out to tender at least every 10 years, the company has not tendered within that period. period. that within tendered not has company the years, 10 every least at tender to out audit on proposals legislative ongoing the review under keeps committee audit The Authority.” Markets and Competition the and EU the from rotation and tendering With regard to the Code provision stating that external audit contracts should be put should contracts audit external that stating Code provision the to regard With “ Savills – Annual PLC Report 2013, page 49 Order 2014 Order applies FTSE to 350 companies financial with years beginning on or after date. that “ undergoing radical in theUK legislative reform and across Europe. In October 2013, the Competition and Markets Authority ( on its inquiry the FTSE into 350 audit market. It decided audit that appointments in respect FTSE of 350 companies should be subject mandatory to re- tendering every 10 years. The CMA believes the that Code’s or ‘comply explain’ framework is inappropriate this obligation.final for Theorder CMA’s ( Statutory Audit Services Large for Companies Market (MandatoryInvestigation Use Competitive of Tender Processes and Audit Committee Responsibilities) Audit reforms Audit The issue auditor and of rotation tender is currently We found that seven companies seven that found We referenced the FRC’s transitional provisions in their disclosure. the companies of Group made PLC) and International Telecity statements reviewed (Croda PLC Two they didthat agree not the with rules-based approach taken the by CMA legislative and Europe. However, changes imminent are and FTSE 350 companies no choice have will but comply to the with new rules force. into come they once 10 11% Yes No 89% 4 2 1 1 Martin Webster, Partner,Martin Pinsent Masons Webster, LLP audit market but if you look at what has happened it is just just is it happened has what at look you if but market audit really not is It four. big the between chairs musical of a game other because to out set it that aim main the achieving a are you If market. the penetrated yet haven’t firms audit probably you audit a complicated with FTSE company big potential cases some in but four, big the of one need two.” just to down choice the cut can conflicts point of all this is of course improving competition in the in competition improving course of is this all of point We have seen a rush of people going out to tender - the real real - the tender to out going people of a rush seen have We External audit put out to tender in reporting financial year financial reporting in tender to out put audit External Firms appointed as external auditor following external tender process tender external following auditor asexternal appointed Firms “ companies making new auditor appointments in the last financialyear). 8 of the 268 of companies (31%) re-appointed their existing their auditor following tender process. the18 26 of (69%) appointed new auditors. The most commonly appointed new auditor was PricewaterhouseCoopers LLP firm (the was appointedto be the externalnew of the by auditor 10 18 Audit tenders in latest financial year financial latest in tenders Audit the26 234 of companies (11%) put their externalaudit tender out to in the financialyear reportedbeing at on the AGM. PWC KPMG Deloitte Ernst & Young Ernst Grant Thompson Grant

Market Tracker Trend Report AGM season 2014 12 Market Tracker Trend Report AGM season 2014 13 19% 2024 2023 2022 14% 97 of the companies of 97 reviewed gave a proposed their for date future those of majority The tender. audit companies (88 the 97) of proposed an audit tender 2020. by The latest specifieddate was 2024. 2021 13% 13% 2020 retained. The most commonly used consultancy was consultancy used commonly most The retained. Egon Zehnder (14%), closely The by followed Zygos Partnership (13%) Spencer (13%). and Stuart 135 the 234 of FTSE 350 companies reviewed provided consultancies search external the on information 2019 10% 2018 8% 8% 8% 2017 7% 2016 2015 5 0 15 10 25 20 Proposed year of audit tender audit of year Proposed Other Russell Reynolds Associates Limited ConsultingMWM Limited Odgers Berndtson Odgers JCA Group Limited Limited International Kom/Ferry Zygos LLP Zygos Egon Zehnder International Zehnder Egon Spencer Stuart & Associates Limited External consultancies search External facilitators board for evaluations (Code provision B.6.2) Remuneration consultants (Code provision D.2.1) External search consultancies (Code provision B.2.4) • • The Code requires details external the following of advisers be to disclosed in the annual report and accounts: • Advisers 24% 24% 37% *FIT Remuneration Consultants LLP Consultants *FIT Remuneration 15% 14% 22% 12% 8% 3% Keplar Associated Limited Associated Keplar FIT* Other New Bridge Street Deloitte LLP Watson Limited Towers LLP PricewaterhouseCoopers Details external of facilitators board for 90 evaluations by the were given of 234 companies reviewed. The company instructed the by largest number of companies was Linstock Limited (22%). Boardroom Review Limited was the next most common used the 9% by companies of adviser, reviewed. Our research indicates large a relatively that part the (37%) market of is represented a by number smaller of organisations, each less with than a 3% share. market 9% 8% 6% 5% 5% 4% 3% Other Egon Zehnder Int ICSA Board Evaluation Sheena Crane Limited Armstrong Bonham Carter LLP Independent Audit Limited Audit Independent BoardIndependent Evaluation Boardroom United Review Linstock External facilitators for board evaluations board for facilitators External smaller than 3% share market only made up 8% the total of market. large part the (92%) market of is players; major six by represented consultantsin our review, a with Deloitte LLP (also 24%), followed followed Deloitte 24%), LLP (also (15%). Watson Towers Ourby research indicates a very that consultants. The most commonly commonly most The consultants. used remuneration consultants were New Bridgeand (24%) Street 216 the 234 of companies reviewed details their of gave remuneration Remuneration consultants Remuneration

Market Tracker Trend Report AGM season 2014 14 Market Tracker Trend Report Trend Report Tracker Market AGM season 2014 season AGM

The notice of AGM

This section of the report reviews the detail of the resolutions proposed by FTSE 350 companies in the 2013-2014 AGM season and how companies are complying with the requirements of the Code, the Companies Act 2006 (CA 2006) and other best practice guidelines.

Directors’ remuneration propose a binding resolution to approve that policy. Instead, it proposed a single non-binding general resolution on the Fundamental changes to the directors’ remuneration directors’ remuneration report. The company did make reporting and shareholder voting regime for UK listed mention of proposing a non-binding resolution to approve companies came into force on 1 October 2013. the remuneration policy in its annual report and accounts, Shareholders now have a binding vote, by ordinary resolution, but it did not actually propose such a resolution. In any on the policy section of the directors’ remuneration report. event, that resolution would not have complied with the new Shareholder approval is required whenever a new policy, or requirements (because the vote on the remuneration policy an amendment to the existing policy, is proposed and in any section of the report must be binding). event at least every three years. Timing Shareholders also have an annual advisory vote, as under the old regime, on the rest of the remuneration report. Companies can choose to implement their first remuneration policies immediately after approval by shareholders, or on LexisPSL Corporate produced a trend report earlier this year any later date up to the first day of their second financial year on compliance within the first few months of the new directors’ beginning on or after 1 October 2013. remuneration reporting and shareholder voting regime (June 2014 – click here to view the full report). This AGM 2014 trend We looked at how many of the 234 companies reviewed are report builds on the previous report and provides details of adopting the remuneration policy with immediate effect, and compliance in the first full year of the new regime. how many are adopting it with effect from a later date.

Compliance We found that the majority of FTSE We found that 233 of the 234 companies reviewed 350 companies (92%) adopted their complied with the new regime. The only company that did not comply was Centamin PLC (FTSE 250), which appears remuneration policy with immediate to have complied with the new requirements in relation to effect, with only 18 companies restructuring their directors’ remuneration report to include a separate section on remuneration policy, but did not adopting from a later date.

FTSE 350: Timing of remuneration policy adoption

92% 8%

Number of FTSE 350 Number of FTSE 350 companies implementing companies implementing its remuneration policy at its remuneration policy a later date with immediate effect

15 18% No Yes 82% To approve the directors’ remuneration remuneration directors’ the approve To policy as set out in the remuneration remuneration the in out set as policy ended year financial the for report [immediate] with year] financial of [date date]].” [insert [from effect 2.  financialyear]. remuneration report (other than than report (other remuneration policy) remuneration directors’ the of [date ended year financial the for To approve the directors’ directors’ the approve To 1.  1. Following our review of the our AGM of notices review 234Following of FTSE 350 companies, set out each below wording for have we of a form resolution reflecting current practice:market Directors’ remuneration resolutions – specimen wording – specimen resolutions remuneration Directors’ Final dividend proposed dividend Final Our research 20 revealed that companies did propose not a resolution re-elect to their all of directors, but was that because some directors wereresigning. All directors those at companies other than those were resigning that were put re-election. up for Resolution to re-elect directors requires all directors that FTSE of Code provision 350 B.7.1 companies should be subject annual to election shareholders. by As part the looked we how FTSE of many at our of review, 350 companies reviewed proposed a final dividendat AGM.their We 82% that found companies of proposed a final dividend and 18% did not. Resolution to approve a final dividend Our research indicates the that overwhelming majority FTSE of 350 companies adopting are very similar both the wording for directors’ the on resolution shareholder binding the report and remuneration directors’ the on resolution shareholder non-binding remuneration only with variations slight policy, company from company. to Wording for resolutions for Wording

Market Tracker Trend Report AGM season 2014 16 Market Tracker Trend Report AGM season 2014 17 5% No Yes 95%

requirements.

32% No Yes CA 2006 CA 68% guidelines the Investment of Management Association lexisnexis.co.uk/MTTR/AGM2014/Corporate Find further information andFind access further information Reports at Trend Tracker Market previous ) on directors’ power share allot capital to in addition complying to the with LexisUK_Corp conversation @ Share the IMA Authority to allot additional 1/3 issued share capital for pre-emptive rights issue rights pre-emptive for capital share issued 1/3 additional allot to Authority Authority to allot up to 1/3 issued share capital share issued 1/3 to up allot to Authority capital a fully for pre-emptive rights issue. A smaller proportion of companies (68%) sought the additional authority authority additional the sought (68%) companies of proportion A smaller share issued existing the of one-third a further to equal amount an allot to third of their of third existing issued share capital. existing issued share capital also will be regarded as routine as long as additional that authorisation applies only pre- fully to rightsemptive issues and the authorisation is only one valid for year. Our research showed the that vast majority FTSE of 350 companies reviewed (95%) sought the routine authority one- up allot to to amounts been which have specifically addedto the basic one-third. In addition, the IMA guidelines state a request that authorise to the a further allotment of amount equal one-third to the of existing issued share capital be will regarded as routine. The IMA makes clear it one-third the that of level is a recommendation only and an not absolute limit; if directors increase wish to their share capital beyond limit, that the board should to return to shareholders approval a clear with for explanation the basis of on which the figure is calculated, including of any the nature As a matter best of practice, FTSE 350 companies should adhere the to ( The IMA guidelines provide request a that authorisation for new allot shares to an up amount to equal one-third to the of Resolution to authorise allotment shares of 1 2 18% No 223 Yes 82% Pre-emption: Confirmationof 3 years over 7.5% over issue no requirements on the disapplication pre-emption of rights. CA 2006 CA guidelines provide that: provide guidelines Pre-Emption Group requests the disapplication for pre-emption of rights be to more are considered likely as routine by investors if the company is seeking authority issue to non-pre-emptively no more than the of 5% ordinary share capital and (including one treasury in any year, shares) in the absence suitable of advance consultation and explanation, or the matterbeen having specifically highlighted the time, at companies should the company’s of issue not ordinary more than 7.5% share capital cash treasury for other than existing shareholders to shares) (excluding three rolling in year any period disapplication pre-emption of rights resolution a confirmationdid give not limit the will they that issue of shares cash of for no more to than 7.5% the ordinary share capital other than existing to shareholders three rolling in year any period. second the with compliance of level a lower was There guidelines. Group the Pre-Emption of limb 43 (18%) the 226 of companies proposing a We found that 223 (99%) of those companies limited their their limited companies those of 223 (99%) that found We less), (or 5% to rights pre-emption disapply to request with complied companies of majority vast the that showing guidelines. ofGroup Pre-Emption the the limb first The The • • 226 the 234 of FTSE companies reviewed proposed a special resolution disapply to pre-emption rights. Resolution to disapply pre-emption rights As a matter best of practice, listed companies should comply the with principles and guidelines the Pre- of Emption Group in addition to Pre-emption disapplication limit Up to 5% limit 5% Up to No limit stated No limit

Market Tracker Trend Report limit 5% Higher than AGM season 2014 18 Market Tracker Trend Report AGM season 2014 19 89% ) have issued) have guidance on the granting PIRC , PIRC states normally will it that consider general authorities to 7% 4% generally oppose general authorities carry to out on-market share buybacks over in relation to Shareholder Voting Guidelines Voting Shareholder IMA the 10% the company’s of issued ordinary share capital, and their guidelines on own share purchases still theindicate issued of 5% that ordinary share capital should be is understood it the typical limit; however, anthat authority on-market for share buybacks a company’s 15% up to in relation of to issued ordinary share capital concern is to unlikely the IMA, provided there that is a good reason seeking for authority in 10%, over relation to and in its carry out on-market share buybacks a company’s 15% up to in relation of to issued share capital be to acceptable level in thelevel UK, and stated had it that consulted extensively its with shareholders, who hadoverwhelmingly supported similarly disapplication high levels of pre-emption of rights in the financial last few years two Luxembourg companies Electronic (AZ Materials S.A and Colt Group S.A.) proposed no within limit the pre-emption disapplication resolution, but both made a statement they intended say to comply to thewith Pre-Emption Group Guidelines ‘to the extent practicable a Luxembourg for company’ Lancashire Holdings Limited, company a incorporated in Bermuda, proposed a much higher 15% limit. It a descriptiongave its of strategic business case which believes it justifiesexceeding recommendedthe 5.01-10% 10.01-15% 5% or less 16 companies (7%) went over 10%, but no companies companies no but 10%, over (7%) went companies 16 15%. exceeded Our showed review the that vast majority companies of (204) proposing a resolution authorise to share buybacks complied thewith IMA and PIRC guidelines and limited the proposed authority 10% the to value of of the existing issued share capital. limited their Only proposed 8 companies authority (4%) or 5% less to the of value the existing of issued share capital. of a generalof authority carry to out on-market share buybacks: • • 220 the 234 of companies reviewed proposed a resolution authorise to share buybacks. • Resolution to authorise share buybacks The IMA and Pension & Investment Research Consultants ( Ltd Of the 3 companies did that comply not the with Pre-Emption Group guidelines: • Share buyback limit 15% No Yes 85% and PPERA. and 54% No CA 2006 CA ) contain) provisions which control: Yes 46% PPERA ( Resolution to limit political donations Resolution to call GM short on notice call to Resolution Our review showed that 198 companies companies 198 that showed review Our ahold to a resolution proposed (85%) on shortgeneral meeting notice.

For this reason, reason, this For Political Parties, Elections and Referendums Act 2000 and the permits a public company hold to a general meeting than clear the on default 14 21 days’ notice (rather clear days’ CA 2006 CA and PPERA wide are and catch types may donation of at the immediatelyat preceding annual general meeting, or a generalat meeting held since annual that general meeting of the of - - - - CA 2006 CA candidates, and candidates, politicalexpenditure incurred companies by politicaldonations made companies by political to parties, otherto political organisations and independent to election than 14 days has days than been 14 passed: and accessible all such to members, appoint to a proxy by means a website) of a special resolution reducing the period less not notice to of electronic means accessible all members to who hold shares carry that general at rights vote meetings to (this condition is metif there isa facility offered the by company the general meeting is an not annual general meeting the company offers the facility members for by vote to Martin Webster, Partner,Martin Pinsent Masons Webster, LLP The relatively low number of companies proposing a resolution may may a resolution proposing companies of number low relatively The possible political flavour to them.” to flavour political possible corporates on what is covered by the legislation; and at the same time time same the at and legislation; the by covered is what on corporates any have which causes of clear well steer to them of more by a decision be explained by two factors: a slightly more bullish approach from from approach bullish more a slightly factors: two by be explained “ Out the 234 of FTSE 350 companies reviewed, proposed 108 (46%) a resolution political approve to donations and expenditure. This be might considered low number a relatively companies, of the given wide definitions under and expenditure overtly not are that political. companiesmany propose a standard resolution each at year’s political approve AGM to donations and political expenditure. Although companies few direct make political donations or incur direct political expenditure, the definitions under the 2006 CA • • Resolution on political donations Part 14 • • • The The when conditions the following been have notice) met: Resolution to approve calling of general meetings on short on notice meetings general of calling approve to Resolution

Market Tracker Trend Report AGM season 2014 20 Market Tracker Trend Report AGM season 2014 21 70 60 60 50

50

40 40 30 30 20 20 10 10 lexisnexis.co.uk/MTTR/AGM2014/Corporate Find further information andFind access further information Reports at Trend Tracker Market previous 0 0 (£) limit expenditure Political proposed limits political for donations £100,000. over of The lowest authorised for limit political donations and political for expenditure was £10,000 (Burberry Group PLC, Esure and Group Retirement Group PLC PLC). (£) limit donation Political Of the 108 companies proposed that a political donations and expenditure resolution, the highest level authorisedfor political donations was £350,000 (Bank Georgia of Holdings and Ltd) the highest of level authorised political expenditure was £250,000 Wimpey There PLC). companies were seven (Taylor that 100,000+ 100,000+ Up 50,000 to Up 50,000 to 50,001-100,000 50,001-100,000 LexisUK_Corp conversation @ Share the Yes 61% No that where that a company 5% Yes No 38% 95% recommends AGM available via webcast via available AGM ) ICSA 1% Partial Automatic poll statement voting Rexam PLC Homeserve PLC Phoenix Group Holdings Rolls-Royce Holdings PLC BHP Billiton PLC BP PLC accordance its with articles association of Dunelm stated Group in its AGM PLC notice of be will on a show hands, voting that of just with one the resolutionsof poll of being way on by voted Lloyds BankingLloyds did an make not Group PLC statement,automatic poll vote but the large for described procedures and base shareholder appointing imply proxies the that company was proposeintending to on its voting resolutions on the results AGM confirm of a poll (and this) Coca-Cola HBC said in its AG AGM notice that of be will carriedthe voting ‘written out by ballot’ in Rank Group PLC Group Rank Companies holding their AGM by way of of way by AGM their holding Companies season: AGM 2014 the in webcast GroupBT PLC N Brown Group PLC Land Securities Group PLC BankingLloyds Group PLC RPS Group PLC • webcast via available AGM Using a webcast broadcast to the AGM can be communicate to a useful way shareholders with who cannot attend the AGM in person, particularly when the company has a large and geographically diverse shareholder the number base. companies of However, broadcasting webcast of their way AGM by in the season2014 Only the low. companies was of 5% relatively reviewed broadcasted their AGMs webcast. by and be or may it due easier), the to costs conducting with shareholder involved (where poll votes registrars usually are appointed assist to the with calculation and proxies poll of votes). The cases following were recorded as ‘partial’ making in relation to an automatic statement: poll voting • • The Institute Chartered of Secretaries and Administrators ( decides on a poll automatically its to at vote meetings, should it a statement make in its meeting notice of stating this that is the case and giving its reasons doing for so in order shareholders that do feel not aggrieved had having not the for opportunity on a show hands. of vote to Of the 234 companies reviewed, 143 made a statement they were going that propose to all resolutions to than a show hands). of poll of (rather way onbe by voted It appears be to more poll popular of amongst way hold by to FTSE voting 100 companies than amongst FTSE 250 companies. 86% that found the FTSE of We 100 companies reviewed proposed poll voting, compared 48% with the FTSE of 250 companies reviewed. This could perhaps be due an anticipated to lower attendance FTSE at 250 companies’ AGMs making on a show hands voting of (therefore simpler Automatic poll statement voting Many companies largewith numbers shareholders of use to rather poll now prefer on than voting a voting show hands of as a default position.

Market Tracker Trend Report AGM season 2014 22 Market Tracker Trend Report AGM season 2014 23

36% 34.17% 31.46% 30.10% 31.90% 52.68% 35.54% 54.28% 38.54% 30.22% 36.60% remuneration report remuneration Votes against directors’ directors’ against Votes Reckitt Benckiser Group PLC PLC Group Ashtead Lancashire Holdings Limited Kentz CorporationKentz Limited Burberry PLC Group PLC AstraZeneca Personal Finance PLC International National Express Group PLC Prebon PLC Tullett Pearson PLC Betfair Group PLC Company lexisnexis.co.uk/MTTR/AGM2014/Corporate Find further information andFind access further information Reports at Trend Tracker Market previous Directors’ remuneration Directors’ There companies were 11 (5 FTSE 100, 6 FTSE 250) 30% against over with the votes non-binding of remuneration report resolution. There were two cases the resolution of being down entirely, voted against 50% over thewith votes remuneration of report resolution (Kentz Corporation Limited, with 54.28% shareholders of against the voting remuneration report, and Burberry Group 52.68% PLC, with shareholdersof against the voting remuneration report). The table following sets out the details of the(over companies30%) on receivedthe that non-binding significant ‘no’votes resolution on the remuneration report their at AGMs:

LexisUK_Corp conversation @ Share the 234 companies that were held on or before 31 October 2014 (comprising 223 of (comprising 2014 31 October before or on held were that 234 companies the 234 companies). held in the 2014 season and identified the notable trends in shareholder voting. voting. shareholder in trends notable the identified and season 2014 the in held the of AGMs the at results voting shareholder the reviewed we section, this In In this final section of the report, we have analysed the voting results at the AGMs the at results voting the analysed have report, we the of section final this In Voting results and trends and results Voting 180 170 178 (80.5%)178 160 Number of companies Number of 150 140 130 120 110 100 115 (80.4%) 44% 51.4% 32.64% 42.05% 40.80% 90 80 remuneration policy remuneration Votes against the directors’ directors’ the against Votes 70 60 50 63 (80.8%) 40 30 20 13 (9.1%) 13 11 (5.0%) 11 (5.0%) 9 (6.3%) 8 (10.3%)8 10 ICAP PLC Company CorporationKentz Limited PLC Investec Ltd Hiscox PLC Chartered Standard 6 (4.2%) 5 (6.4%) following tablefollowing sets out the details the(over companies of 30%) on receivedthe that significant ‘no’votes binding resolution on the remuneration policy their at AGMs: There were five companies (1 FTSE 100, 4 FTSE over againstvotes 250) with bindingof the30% new, resolution on the directors’ remuneration There policy. was one case the resolution of being voted down (Kentz entirely Corporation shareholders Limited, of 51.4% with The against the voting resolution). 2 (2.6%) 21 (9.5%) 0 % of ‘No’% of votes 30%+ % of ‘No’% of votes 20% - 29.9% % of ‘No’% of votes 10% - 19.9% % of ‘No’% of votes 0% - 9.9% Results for the non-binding resolution on the directors’ remuneration report remuneration directors’ the on resolution non-binding the for Results FTSE 100 FTSE 100 FTSE 100 FTSE 100 FTSE 250 FTSE 250 FTSE 250 FTSE 250 FTSE 350 FTSE 350 FTSE 350 FTSE 350

Market Tracker Trend Report AGM season 2014 24 Market Tracker Trend Report AGM season 2014 25 200 190 187 (85.0%) 180 170 Number of companies Number of 160 150 140 130 120 110 119 (83.8%)119 100 90 80 70 60 68 (87.2%) 68 50 40 30 20 14 (9.9%) LexisPSL Corporate LexisPSL of shareholderof with directors’ remuneration discontent remuneration the against votes of level lower the overall, that way the with satisfaction of a level indicate could policy drafted their remuneration companies firstpolicies.” have Whilst this shows that there are still a number of cases of a number still are there that shows this Whilst “ compared 5 companies with 30% over of against votes with the remuneration policy. We comparedWe the results the two for resolutions against which votes revealed that against each other, the directors’ remuneration report were generally higher against than the votes directors’ remuneration There companiespolicy. 30% were 11 over of against in votes total with the remuneration report, 8 (3.6%) 6 (7.7%) 10 5 (3.5%) 5 (2.3%) 4 (2.8%) 3 (3.8%) 1 (1.3%)1 20 (9.1%) % of ‘No’% of votes 30%+ 0 % of ‘No’% of votes 20% - 29.9% % of ‘No’% of votes 10% - 19.9% % of ‘No’% of votes 0% - 9.9% Results for the binding resolution on the directors’ remuneration policy remuneration directors’ the on resolution binding the for Results FTSE 100 FTSE 100 FTSE 100 FTSE 100 FTSE 250 FTSE 250 FTSE 250 FTSE 250 FTSE 350 FTSE 350 FTSE 350 FTSE 350 15 FTSE 250 15 7

Non-binding resolution Binding resolution FTSE 100 4 22 30%+ % of ‘No’% of votes 2013 number ‘No’ of votes 20% at 2014 number ‘No’ of votes 20% at FTSE 350 19 5 0 2013 v 2014 remuneration report voting voting report remuneration v 2014 2013 results compared 15 10 25 20 20%-29.9% % of ‘No’% of votes 10%-19.9% % of ‘No’% of votes in relation to thein relation to non-binding resolution on the remuneration report last with year’s results on resolution.that there that found We were more significant this‘no’votes year (22 companies had more than against20% the votes resolution of this season, compared 17 with year). last companies We comparedWe this year’s results 0%-9.9% % of ‘No’% of votes 0 20 Comparison against votes of the binding and non-binding directors’ remuneration resolutions 80 60 40 120 140 180 160 100 200

Market Tracker Trend Report AGM season 2014 26 Market Tracker Trend Report

AGM season 2014 27

Ocado Group plc Group Ocado

Millenium & Copthorne & Millenium

Capital & Counties Properties PLC Properties Counties & Capital

Afren plc Afren

Ophir Energy plc Energy Ophir

Synthomer plc Synthomer

Rightmove plc Rightmove

G4S plc G4S

Anglo American plc American Anglo

Glencore PLC Glencore

Persimmon plc Persimmon

National Express Group plc Group Express National

Jupiter Fund Management PLC Management Fund Jupiter

Balfour Beatty plc Beatty Balfour

Hunting plc Hunting

Vedanta Resources plc Resources Vedanta

MITIE Group plc Group MITIE LondonMetric Property plc Property LondonMetric

% of ‘No’% of votes (2013) ‘No’% of votes (2014) FirstGroup plc FirstGroup with high votes in the highwith 2012-2013 votes season had higher this AGM season votes (MITIE and Group National PLC Express Group PLC). on concerns shareholders’ addressed successfully have companies most that indicate to seems This directors’ remuneration significant within a year of shareholder dissent. than more with compared results voting report remuneration 2014 v 2013 2013 in ‘No’20% votes We also took a lookWe the companies at than particularly with 20%) on (more the remuneration high votes ‘no’ report resolution in the 2012-2013 season, and most that found how those We companies fared this year. companies had improved since greatly last year and votes. received Only ‘no’ far fewer two the companies of 0

10% 70% 20% 50% 30% 80% 60% 90% 40% % of votes against votes of % Matthew Findley, Partner, Pinsent Masons LLP The voting statistics alone would suggest that there is not much of of much not is there suggest that would alone statistics voting The the three-year life of those of policies.” the life three-year companies are operating under those newly approved policies, it will will it policies, approved newly those under operating are companies over all) at (if change statistics voting those how see to be interesting the directors’ remuneration report, rather than the newly introduced introduced newly the than rather report, remuneration directors’ the Now surprising. not that policies, is perhapsremuneration therefore part of all concerned to make the new regime work. The fact that that fact The work. regime new the make to concerned all part of on resolution non-binding the to opposition voting more was there a “problem” with directors’ pay. In reality, they reflect very significant verysignificant reflect they reality, In pay. directors’ with a “problem” the on a desire and investors and companies between engagement “

Kentz Corporation Limited Corporation Kentz

Ocaso Group PLC Group Ocaso Tullett Prebon PLC Prebon Tullett 72

Over

95.01% Reckitt Benckiser Group PLC Group Benckiser Reckitt Pearson PLC Pearson

% of ‘No’% of votes (2013) ‘No’% of votes (2014) 79 Centamin PLC Centamin -95% 90.01 Capital & Counties Properties PLC Properties Counties & Capital

Barclays PLC Barclays

24 85.01 -90% AstraZeneca PLC AstraZeneca

Ophir Energy PLC Energy Ophir 9

-85% 80.01

National Express Group PLC Group Express National in favourVotes resolution of ITV PLC ITV

1

Henderson Group PLC Group Henderson 75.01 -80%

International Personal Finance PLC Finance Personal International Lancashire Holdings Limited Holdings Lancashire

10 70 20 50 30 80 60 40

MITIE Group PLC Group MITIE

Intermediate Capital Group PLC Group Capital Intermediate

FirstGroup PLC FirstGroup

Burberry Group PLC Group Burberry

Micro Focus International PLC International Focus Micro

Betfair Group PLC Group Betfair Ashtead Group PLC Group Ashtead Supermarkets PLC, which PLC, Supermarkets received just 76.89% approval. notice was put forward at the AGMs 198 of the 234 of companies. It was passed all companyat AGMs, but attractedit high a relatively some at votes ‘no’ of level meetings. The ‘for’ at votes the AGMs 10 companies of coming within 10% the 75% of threshold. approval The lowest approval of level Morrison WM was at Meetings held on short on notice held Meetings The resolution permit to general meetings be to held than 21) days’ (rather on 14 ‘no’ votes against same that votes ‘no’ resolution last year (FirstGroup PLC, Ophir Energy PLC, Ocado Group PLC). the It was note jump interesting to shareholder in the of level dissatisfaction on the issue directors’ of remuneration, the largest being Burberry at Group 49.5% rose by PLC, where votes ‘no’ 3.2% (from votes against last season, 52.7% to this year’s at AGM). more with companies for results voting report remuneration 2014 v 2013 2014 in ‘No’ 20% votes than Finally, we took a look at the companies with high ‘no’ votes (over 20%) took we a look againstFinally, the the companies at directors’ (over high with votes ‘no’ remuneration resolution this season, noted was against and same voting that the We what of level resolution last year. onlythat three the 22 of companies against high with the votes remuneration policy this year had higher 0

10% 20% 50% 30% 60% 40% % of votes against votes of %

Market Tracker Trend Report AGM season 2014 28 Market Tracker Trend Report AGM season 2014 29

For other For was amended by to require traded that to public ” CA 2006 CA 79.17 91.47 93.41 87.33 87.38 87.88 83.79 93.62 92.02 86.24 90.27 88.68 rights resolution (%) resolution rights SI 2009/1632 Votes in favour of disapplication of pre-emption pre-emption of disapplication of favour in Votes Code provision E.2.4 The new requirement has been underlined. “The company should arrange the Notice for AGM of and papers related be shareholders to sent to least at 20 working the meeting. before days general meetings, this should be least working at in advance. 14 days Old Mutual PLC Antofagasta PLC Carillion PLC Ophir Energy PLC British PLC American Tobacco BAE Systems PLC Bank Georgia of Holdings PLC Company PLC Mondi Anglo American PLC ICAP PLC Perform Group PLC PLC Morrison Supermarkets Wm pre-emption rights resolution Companies receiving less than 95% approval for disapplication of of disapplication for approval 95% than less receiving Companies Disapplication of pre-emption rights pre-emption of Disapplication The special resolution disapply to pre-emption rights was put forward 226 by the 234 of companies we looked at. Support this resolution for was high overall, and was it passed in 95% in favour over with votes most companies companies. there were a dozen received that less However, than 95% support the for resolution. Mondi received the lowest approval, PLC of just with level the 79.17% shareholders of in voting the resolution. of favour companies least must at give 21 days’ a general notice of meeting unless certain conditions (including obtaining shareholder satisfied, are special approval by resolution) some companiesexperienced have objections their from shareholders getting to anything less than 21 days. be It will see interesting to how the recent changes Code to provision E.2.4, which came effect into on 1 October affect will 2014, these resolutions next AGM season. Onlyyears just five over tradedago, public companieswere permittedto hold general meetings on days’14 notice without obtaining shareholder since the approval. Ever the Companies (Shareholders’ Regulations 2009, Rights) 26 24.1 29.13 23.49 25.86 43.03 33.06

Votes against against Votes resolution (%)

director’s re-election re-election director’s

Rolf Tolle Rolf Tim ScobleTim Lord Sassoon Lord Andrew Allner John Whybrow Jean Phillipe Courtois Peter Richard Suter Thomas Suter Richard Peter Director being re-elected being Director Beazley PLC PLC Investec The Rank Group PLC AZ Electronic Materials S.A. PLC Group Thompson Lloyd Jardine Company PLC AstraZeneca AZ Electronic Materials S.A. Companies receiving less than 80% approval for director director for 80% approval than less receiving Companies re-election resolutions lexisnexis.co.uk/MTTR/AGM2014/Corporate Find further information andFind access further information Reports at Trend Tracker Market previous report and policy AstraZeneca at AGM. PLC’s The highest dissent of level this season AstraZeneca was at PLC, where 43% shareholders of voted against the re-election non-executive of Jean Phillipe Courtois, allegedly turn due to his up failure to to board meetings. This significant coincidedvote with the against large vote the directors’remuneration of shareholderof discontent, directors with receiving more than against 20% their votes of re-election. Re-election of directors of Re-election All resolutions re-elect to directors were passed the AGMs at the FTSE of 350 companies reviewed, and in all but 7 cases such resolutions received least cases at there 80% were a half a dozen approval. However, LexisUK_Corp Martin Webster, Partner,Martin Pinsent Masons Webster, LLP companies will have difficulties, particularly where they don’t know know don’t they where particularly difficulties, have will companies vote.” the shareholder for the reason a 20% vote against a 14 day notice resolution, the board will need need will board the resolution, notice day a 14 against vote a 20% some I think and response in do to going is it what announce to behind a significant vote against a resolution. This most obviously obviously most This resolution. a against vote a significant behind gets company a if but votes, remuneration adverse on apply will company to explain what it intends to do to understand the reasons reasons the understand to do to intends it what explain to company We’ve now got a provision in the Code (E.2.2) which requires a (E.2.2) Code requires the in which a provision got now We’ve conversation @ Share the “

Market Tracker Trend Report AGM season 2014 30 Market Tracker Trend Report AGM season 2014 31

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Market Tracker Trend Report AGM season 2014 32