TIDMSLA
RNS Number : 0199Z
Standard Life Aberdeen plc
14 May 2019
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 13(61) /(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
Enquiries:
Group Secretariat
Paul McKenna +44 (0) 131 372 0703*
Media Relations +44 (0) 20 7463 6323
James Thorneley +44 (0) 7768 556 334
+44 (0) 131 245 2283*
Katy Hetherington +44 (0) 7841 344 374
Investor Relations +44 (0) 131 245 8028*
Jakub Rosochowski +44 (0) 7515 298 608
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LEI: OTMBS544NMO7GLCE7H90
Classification: 3.1. Additional regulated information required
to be disclosed under the laws of a Member State
END
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