RESULT OF AGM
RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING
Wednesday 8 May 2019
Standard Chartered PLC (the 'Company') announces the result of voting on the resolutions at its Annual General Meeting ('AGM') held on Wednesday 8 May 2019, as set out in the AGM notice.
A poll was held on each of the resolutions and was passed by the required majority. Resolutions 1 to 22 were passed as ordinary resolutions, and resolutions 23 to 28 were passed as special resolutions. The results of the poll were as follows:
Resolution |
Votes For |
% |
Votes Against |
% |
Votes Withheld |
Total Votes |
% of ISC voted |
1. To receive the Company's annual report and accounts for the financial year ended 31 December 2018 together with the reports of the directors and auditors |
658,902,555 |
100.00 |
10,541 |
0.00 |
456,346 |
658,913,096 |
79.60 |
2. To declare a final dividend of US$0.15 per ordinary share for the year ended 31 December 2018 |
659,013,494 |
99.96 |
240,662 |
0.04 |
115,289 |
659,254,156 |
79.64 |
3. To approve the remuneration report for the year ended 31 December 2018, excluding the directors' remuneration policy |
583,988,637 |
89.24 |
70,448,005 |
10.76 |
4,932,769 |
654,436,642 |
79.06 |
4. To approve the directors' remuneration policy contained in the Directors' Remuneration Report for the year ended 31 December 2018 |
410,304,458 |
63.80 |
232,788,744 |
36.20 |
15,950,874 |
643,093,202 |
77.69 |
5. To elect Carlson Tong, a non-executive director |
653,818,481 |
99.18 |
5,402,305 |
0.82 |
148,371 |
659,220,786 |
79.63 |
6. To re-elect Dr Louis Cheung, a non-executive director |
656,401,819 |
99.57 |
2,811,955 |
0.43 |
155,383 |
659,213,774 |
79.63 |
7. To re-elect David Conner, a non-executive director |
658,557,037 |
99.90 |
663,872 |
0.10 |
147,979 |
659,220,909 |
79.63 |
8. To re-elect Byron Grote, a non-executive director |
648,232,594 |
98.33 |
10,984,949 |
1.67 |
151,614 |
659,217,543 |
79.63 |
9. To re-elect Andy Halford, an executive director |
655,702,809 |
99.47 |
3,521,010 |
0.53 |
145,624 |
659,223,819 |
79.64 |
10. To re-elect Christine Hodgson, a non-executive director |
607,430,613 |
92.14 |
51,783,601 |
7.86 |
155,220 |
659,214,214 |
79.63 |
11. To re-elect Gay Huey Evans, a non-executive director |
658,727,705 |
99.93 |
483,608 |
0.07 |
157,857 |
659,211,313 |
79.63 |
12. To re-elect Naguib Kheraj, a non-executive director |
655,287,177 |
99.42 |
3,844,684 |
0.58 |
237,578 |
659,131,861 |
79.62 |
13. To re-elect Ngozi Okonjo-Iweala, a non-executive director |
658,736,821 |
99.93 |
482,375 |
0.07 |
150,244 |
659,219,196 |
79.63 |
14. To re-elect José Viñals as Group Chairman |
656,099,485 |
99.53 |
3,116,743 |
0.47 |
152,200 |
659,216,228 |
79.63 |
15. To re-elect Jasmine Whitbread, a non-executive director |
656,365,077 |
99.57 |
2,850,344 |
0.43 |
153,723 |
659,215,421 |
79.63 |
16. To re-elect Bill Winters, an executive director |
658,702,768 |
99.92 |
511,796 |
0.08 |
154,879 |
659,214,564 |
79.63 |
17. To re-appoint KPMG LLP as auditor to the Company from the end of the AGM until the end of next year's AGM |
646,650,674 |
98.13 |
12,317,518 |
1.87 |
401,242 |
658,968,192 |
79.60 |
18. To authorise the Audit Committee to set the remuneration of the Auditor |
655,649,947 |
99.50 |
3,327,513 |
0.50 |
391,981 |
658,977,460 |
79.61 |
19. To authorise the Company and its subsidiaries to make political donations |
651,007,150 |
98.76 |
8,204,571 |
1.24 |
156,714 |
659,211,721 |
79.63 |
20. To authorise the Board to allot shares |
639,517,145 |
97.04 |
19,501,992 |
2.96 |
350,131 |
659,019,137 |
79.61 |
21. To extend the authority to allot shares by such number of shares repurchased by the Company under the authority granted pursuant to resolution 26 |
642,546,676 |
97.52 |
16,347,439 |
2.48 |
474,770 |
658,894,115 |
79.60 |
22. To authorise the Board to allot shares and grant rights to subscribe for or to convert any security into shares in relation to any issue of Equity Convertible Additional Tier 1 Securities |
649,909,677 |
98.58 |
9,354,816 |
1.42 |
104,780 |
659,264,493 |
79.64 |
23. To authorise the Board to disapply pre-emption rights in relation to authority granted pursuant to resolution 20 |
651,002,953 |
98.74 |
8,275,160 |
1.26 |
91,159 |
659,278,113 |
79.64 |
24. In addition to resolution 23, to authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 20 for the purposes of acquisitions and other capital investments. |
632,053,471 |
95.87 |
27,215,223 |
4.13 |
100,578 |
659,268,694 |
79.64 |
25. To authorise the Board to disapply pre-emption rights in relation to authority granted pursuant to resolutions 23 and 24 and if resolution 22 is passed |
637,902,543 |
96.76 |
21,365,215 |
3.24 |
101,507 |
659,267,758 |
79.64 |
26. To authorise the Company to purchase its own ordinary shares |
652,988,688 |
99.10 |
5,912,205 |
0.90 |
468,378 |
658,900,893 |
79.60 |
27. To authorise the Company to purchase its own preference shares |
656,440,353 |
99.63 |
2,460,588 |
0.37 |
468,076 |
658,900,941 |
79.60 |
28. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice |
629,036,138 |
95.43 |
30,154,897 |
4.57 |
178,213 |
659,191,035 |
79.63 |
As at the date of the AGM, the number of issued ordinary shares of the Company was 3,311,225,409 shares*, which was the total number of shares entitling the holders to attend and vote for or against all resolutions. There was no share entitling the holder to attend and abstain from voting in favour of any of the resolutions as set out in rule 13.40 of the Hong Kong Listing Rules. In accordance with the Company's Articles of Association, on a poll every member has one vote for every four shares held, therefore the total number of voting rights was 827,806,352. Votes withheld are not votes in law and have not been counted in the calculation of the proportion of votes 'for' or 'against' a resolution. Proxy appointments which gave discretion to the Chairman have been included in the 'for' total.
*this excludes any unsettled transactions under the share buy-back programme.
There were no restrictions on any shareholders casting votes on any of the resolutions proposed at the AGM, save resolution 20. Executive directors of the Company and their associates were required to abstain from resolution 20 which affected a total of 460,536 voting rights. The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.
The resolutions put to shareholders at the AGM today will be submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's National Storage Mechanism, which can be accessed at http://www.morningstar.co.uk/uk/NSM.
At the Annual General Meeting of the Company the Chairman, José Viñals; Chief Executive Officer, Bill Winters; and Chair of the Remuneration Committee, Christine Hodgson gave speeches. Further details will shortly be available here: https://www.sc.com/en/investors/events-and-presentations/agm/.
Resolution 4
In relation to Resolution 4, the Board welcomes the majority support for our new directors' remuneration policy. However, we recognise that there were a significant number of votes opposing the resolution.
The new remuneration policy was developed following extensive consultation by the Remuneration Committee with major shareholders, proxy advisors and shareholder representative organisations. Their feedback was valuable and considered carefully by the Remuneration Committee. We put forward to shareholders a policy we believe is responsible and is in the best interests of the Company in the long-term. Whilst the majority of institutional shareholders expressed their support during the consultation process, we were aware that certain shareholders were not supportive of all aspects of the new policy.
The views of all shareholders are important to us and we acknowledge that more needs to be done to understand and address the concerns raised by some shareholders on specific areas of the policy.
We will continue to engage with shareholders on these important issues and on their concerns with the new policy in the forthcoming months. We will publish an update on that engagement within six months of the AGM.
For further information, please contact:
Jon Tracey
Global Head, Communications
1 Basinghall Avenue
London
EC2V 5DD
020 7885 7613