Invesco Perpetual UK Smaller Co's Investment Trust Plc - Result of AGM

PR Newswire

London, June 11

Invesco Perpetual UK Smaller Companies Investment Trust plc

LEI: 549300K1D1P23R8U4U50

HEADLINE:       Annual General Meeting Results

At the Annual General Meeting of the Company held on 11 June 2020, shareholders approved the following resolutions:

Ordinary Business

Ordinary Resolutions

1.         to receive and consider the Annual Financial Report for the year ended

31 January 2020;

2.         to approve the Directors’ Remuneration Policy;

3.         to approve the Annual Statement and Report on Remuneration for the     year ended 31 January 2020;

4.         to approve the payment of a final dividend as recommended;

5.         to re-elect Jane Lewis as a Director of the Company;

6.         to re-elect Christopher Fletcher as a Director of the Company;

7.         to re-elect Bridget Guerin as a Director of the Company;

8.         to elect Graham Paterson as a Director of the Company;

9.         to re-appoint the auditor, Ernst & Young LLP;

10.        to authorise the Audit Committee to determine the auditor’s remuneration;

Special Business

Ordinary Resolution

11.        to authorise the Directors to allot securities;

Special Resolutions

12.       to authorise the Directors to allot securities for cash, disapplying statutory pre-emption rights;

13.       to renew the Directors’ authority to purchase shares of the Company in the market for cancellation or for holding in Treasury within the parameters specified; and

14.        that the period of notice required for general meetings of the Company (other than           AGMs) shall be not less than 14 days.

All resolutions were passed on a poll.

A breakdown of the proxy votes registered is shown below.

Resolution Votes For % Votes Against % Votes Withheld
(including votes at the discretion of the Chairman)
1.* 8,911,583 79.21 2,338,524 20.79 2,046
2. 11,105,402 98.82 132,300 1.18 14,452
3. 11,074,681 99.88 12,841 0.12 164,632
4. 11,250,412 99.99 24 0.01 1,718
5. 11,096,970 98.66 150,790 1.34 4,394
6.* 8,850,024 78.69 2,397,110 21.31 5,019
7.* 8,598,578 77.49 2,497,790 22.51 155,785
8. 11,241,974 99.97 3,524 0.03 6,655
9. 11,227,282 99.88 13,496 0.12 11,376
10. 11,238,798 99.96 4,786 0.04 8,570
11. 11,239,279 99.94 6,735 0.06 6,140
12. 11,220,830 99.78 25,184 0.22 6,140
13. 11,247,820 99.98 2,091 0.02 2,243
14. 11,092,695 98.59 158,776 1.41 683

* In relation to Resolutions 1, 6 and 7, a significant proportion of the vote against came from one shareholder which votes in line with the recommendations of a shareholder advisory consultancy (PIRC). 

The Board, through the Company Secretary, has engaged with the shareholder advisory consultancy to allay their concerns and communication with the shareholder will be ongoing.

In relation to Resolution 1, the issue was that shareholder correspondence to the Board is through the Company’s correspondence address, which is an office of Invesco Asset Management Limited (IAML), the Company Secretary.  PIRC maintains that when correspondence concerning governance matters is handled by individuals employed by the management company it can lead to issues of divided loyalty and there is no evidence that the company has a clear policy allowing shareholders to communicate directly with the Board without the intervention of the investment manager.  In common with many investment trusts, the Company’s management agreement includes the provision of company secretarial services by IAML and, as set out on page 31 of the Annual Financial Report, ‘The Company Secretary has no express authority to respond to enquiries addressed to the Board and all communications, other than junk mail, are redirected to the Chairman.’  The Board remains satisfied that Shareholders can communicate freely with Directors as required.

In relation to Resolution 6, PIRC does not consider Christopher Fletcher to be independent as he has served on the Board longer than 9 years (having been appointed in December 2010).  The Company has in place a process of succession planning which seeks to balance refreshing the Board while maintaining a degree of continuity.  Over the past 3 years, Garth Milne, Ian Barby and at this AGM, Richard Brooman, have retired from the Board.  This process will continue.  The Board believes that experience, together with independence in character and judgement are important considerations in the assessment of independence.  While a Director’s tenure of office will normally be for up to nine years, the Board believes that Christopher Fletcher’s continued service on the Board is in the best interests of the Company and its shareholders, while the current succession process continues.  Following the AGM the Board consists of four directors.

In relation to Resolution 7, PIRC does not consider Bridget Guerin to be independent as she is a non-executive director of Charles Stanley Group PLC and Charles Stanley is a significant shareholder in the Company, which raises concerns over potential conflict of interest.  It has been explained to PIRC that investment advisers at Charles Stanley make investment decisions on behalf of their clients entirely autonomously with no influence able to be exerted by the Charles Stanley Group Board.  Furthermore, as set out on p29 of the Company’s Annual Financial Report, the Board has in place requirements which do not permit any Director with a potential conflict of interest to participate in discussion relating to that potential conflict.  The Board is firmly of the view that Bridget Guerin is and remains independent in character and judgement and that her appointment to the Board is in the best interests of the Company and its shareholders.

The Company has 33,826,929 ordinary shares of 20p each in issue, of which 19,382,155 shares are held in Treasury.  On a poll these carry one vote per share and accordingly the total voting rights are 33,826,929. The above tables represent the number of votes registered. 

The proxy votes lodged with the Registrar will be available via the Company’s website at:

Board Succession

The Company confirms that as already announced, Richard Brooman, who had served on the Board for over 32 years, retired at the conclusion of the Annual General Meeting.

Invesco Asset Management Limited

Corporate Company Secretary

11 June 2020