Standard Life Aberdeen plc
Results of Annual General Meeting
The Board of Standard Life Aberdeen plc ('the Company') is pleased to announce that all the resolutions put to its Annual General Meeting held earlier today, Tuesday 14 May 2019, were duly passed.
The results of the polls were as follows:
|
For |
% For |
Against |
Total Votes Validly Cast |
Votes Withheld |
Resolution 1: To receive and consider the Annual report and accounts 2018 |
1,134,747,238 |
99.94 |
667,609 |
1,135,414,847 |
1,548,393 |
Resolution 2: To declare a final dividend for 2018 |
1,135,807,906 |
99.93 |
810,435 |
1,136,618,341 |
346,322 |
Resolution 3: To re-appoint KPMG LLP as auditors |
1,122,475,457 |
99.52 |
5,455,840 |
1,127,931,297 |
9,028,563 |
Resolution 4: To authorise the audit committee to set the auditors' fees |
1,133,341,617 |
99.78 |
2,534,006 |
1,135,875,623 |
1,090,941 |
Resolution 5: To approve the Directors' remuneration report, excluding the remuneration policy |
607,428,291 |
57.98 |
440,226,225 |
1,047,654,516 |
89,312,048 |
Resolution 6A: To re-elect John Devine as a Director |
1,124,919,962 |
99.11 |
10,111,032 |
1,135,030,994 |
1,935,570 |
Resolution 6B: To re-elect Melanie Gee as a Director |
1,124,244,844 |
99.05 |
10,828,301 |
1,135,073,145 |
1,891,325 |
Resolution 6C: To re-elect Martin Gilbert as a Director |
1,078,488,683 |
95.02 |
56,507,868 |
1,134,996,551 |
1,964,763 |
Resolution 6D: To re-elect Rod Paris as a Director |
1,120,411,565 |
98.71 |
14,641,651 |
1,135,053,216 |
1,913,348 |
Resolution 6E: To re-elect Martin Pike as a Director |
1,126,952,475 |
99.29 |
8,114,460 |
1,135,066,935 |
1,899,376 |
Resolution 6F: To re-elect Bill Rattray as a Director |
1,119,838,882 |
98.67 |
15,045,306 |
1,134,884,188 |
2,082,123 |
Resolution 6G: To re-elect Jutta af Rosenborg as a Director |
1,098,488,809 |
96.79 |
36,450,765 |
1,134,939,574 |
2,018,183 |
Resolution 6H: To re-elect Keith Skeoch as a Director |
1,124,675,383 |
99.09 |
10,370,697 |
1,135,046,080 |
1,918,885 |
Resolution 7A: To elect Sir Douglas Flint as a Director |
1,120,303,253 |
98.70 |
14,731,868 |
1,135,035,121 |
1,931,443 |
Resolution 7B: To elect Cathleen Raffaeli as a Director |
1,126,892,004 |
99.29 |
8,056,564 |
1,134,948,568 |
2,012,746 |
Resolution 7C: To elect Stephanie Bruce as a Director with effect from 1 June 2019 |
1,119,583,926 |
98.65 |
15,370,632 |
1,134,954,558 |
2,001,708 |
Resolution 8: To provide limited authority to the Company and its subsidiaries to make political donations and to incur political expenditure |
1,107,993,320 |
97.64 |
26,746,723 |
1,134,740,043 |
2,221,271 |
Resolution 9: To authorise the Directors to issue further shares |
1,095,902,637 |
96.50 |
39,761,721 |
1,135,664,358 |
1,353,335 |
Resolution 10 (Special): To disapply share pre-emption rights |
1,108,893,231 |
97.77 |
25,305,143 |
1,134,198,374 |
2,760,155 |
Resolution 11 (Special): To give authority for the Company to buy back up to 10% of its issued ordinary shares |
1,123,128,390 |
98.90 |
12,534,318 |
1,135,662,708 |
1,298,606 |
Resolution 12: To authorise the Directors to allot shares in relation to the issuance of Convertible Bonds |
1,033,540,229 |
91.05 |
101,560,488 |
1,135,100,717 |
2,400,597 |
Resolution 13 (Special): To disapply pre-emption rights in respect of allotments of equity securities in relation to the issuance of Convertible Bonds |
1,009,615,472 |
89.04 |
124,295,679 |
1,133,911,151 |
3,050,163 |
Resolution 14 (Special): To allow the Company to call general meetings on 14 days' notice |
1,062,747,452 |
93.56 |
73,175,313 |
1,135,922,765 |
1,038,549 |
Resolution 5 - Directors' remuneration report
In relation to the advisory vote on Resolution 5, the Board recognises the significant percentage of votes cast against this resolution.
Through engagement, we were aware that certain institutional shareholders were not supportive of specific aspects of the arrangements relating to the remuneration of the incoming CFO, as disclosed in the Directors' remuneration report.
These arrangements were developed following extensive discussion with the Remuneration Committee and its advisers, and are in accordance with the authority granted to the Remuneration Committee under the Remuneration Policy and the Deferred Share Plan approved by shareholders at the 2018 AGM. However, as previously announced, taking account of shareholder feedback and in agreement with the incoming CFO, we have applied performance conditions to the award.
Stephanie Bruce is an outstanding addition to our executive team at Standard Life Aberdeen, as our shareholders have acknowledged in their overwhelming endorsement of her appointment as CFO.
The reason we made this award, was to allow us to attract a talented senior executive from outside of the investment management industry who was previously remunerated on a comparatively consistent annual reward package, without the significant deferral arrangements we apply.
In the coming months, we will continue to engage with shareholders on the concerns raised on this resolution. In accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM.
We expect to seek shareholder approval for a new Directors' Remuneration Policy at our AGM in 2021 in line with the normal cycle for renewal.
Other matters
As previously announced, we confirm that Simon Troughton and Richard Mully did not seek re-election, and retired from the Board at the conclusion of the meeting. Following Simon Troughton's retirement, Martin Pike, the Company's longest-serving UK-based Non-Executive Director, has taken on the additional responsibilities of Senior Independent Director ('SID') with effect from 14 May 2019. It is intended that Martin will serve as SID until a successor is recruited.
Martin Pike and John Devine have been appointed members of the Nomination & Governance Committee with effect from 14 May 2019.
The total number of shares in issue at 6pm on Friday 10 May 2019 was 2,447,333,615 ordinary shares of 1361/63 pence each.
Votes withheld are not a vote in law and have not been counted in the calculation of the votes for and against each resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.
Copies of all resolutions are available for inspection in the AGM Guide previously submitted to the UK Listing Authority's Document Viewing Facility, via the National Storage Mechanism at www.morningstar.co.uk/uk/nsm
In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism and will then be available for inspection at www.morningstar.co.uk/uk/nsm
The AGM Guide and the voting results are also available on the Standard Life Aberdeen plc website at www.standardlifeaberdeen.com
14 May 2019
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+44 (0) 131 372 0703* |
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