Biffa plc Update on 2020 AGM Resolution Vote (5137D)
29 October 2020 - 3:00AM
UK Regulatory
TIDMBIFF
RNS Number : 5137D
Biffa plc
28 October 2020
Biffa plc
(the 'Company')
28 October 2020
Update on 2020 Annual General Meeting Resolution Vote
Biffa plc is providing this update, following the total votes in
favour of a number of resolutions at the Company's annual general
meeting ('AGM') held on 16 July 2020 being below 80%:
-- Resolution 7 (re-election of Ken Lever ('Chairman')): total votes in favour were 66.86%.
-- Resolution 13 (authority to allot shares): total votes in favour were 67.11%.
-- Resolution 14 (pre-emption rights (general authority): total votes in favour were 65.10%.
-- Resolution 15 (pre-emption rights (specific authority): total votes in favour were 63.55%.
Following the AGM and in accordance with the requirement of
Provision 4 of the UK Corporate Governance Code (2018), the Company
consulted and engaged with a number of shareholders. This included
a series of calls with David Martin, the Company's Senior
Independent Director ('SID'). The engagement was targeted at those
shareholders who voted against the resolutions to better understand
and discuss their concerns.
Resolution 7
From the shareholders consulted, it is understood that the votes
against the re-election of the Chairman were influenced by the
number of his board commitments; and due to his role as Chair of
the Nomination Committee and the Board not meeting the gender
diversity requirements of a number of institutional investors and
proxy advisers.
The Board is aware of the expanded focus on 'overboarding' of
directors in recent years and that a number of institutional
investors and proxy advisers have developed specific guidelines
with regard to this. It is understood that a number of shareholders
voted against the resolution because of the Chairman's appointments
not meeting the numerical element of these guidelines rather than a
concern about the Chairman effectively fulfilling his duties. As
previously stated, the Board is confident that the Chairman
discharges effectively his role as Chairman notwithstanding his
other board commitments.
The Board and Nomination Committee are committed to improving
the diversity of the Board and recognise that this is an important
factor in Board effectiveness. A search process has commenced to
replace Gab Barbaro, who resigned from the Board as non-executive
director last month, and this will be a potential opportunity to
address this issue.
Resolutions 13, 14 and 15
The Board understands that the use of a cashbox placing on a non
pre-emptive basis to raise equity capital earlier this year was the
main factor influencing certain shareholders to vote against these
resolutions.
It is recognised that the principles of pre-emption are
important to protect shareholder rights. However, the cashbox
placing structure was chosen to minimise cost, time to completion
and management distraction during the start of the coronavirus
pandemic in the UK, which was an unprecedented time for the
Group.
The Board, having been advised, determined that it was in the
best interests of the Company and its shareholders to raise equity
in this way. The Company consulted a number of its shareholders
prior to the placing and respected the principles of pre-emption as
far as possible through the allocation process. The Board was
pleased by the strong support it received from existing
shareholders and new investors.
The Company will continue to engage with shareholders on these
matters and will set out further details within the Company's 2021
Annual Report and Accounts.
Enquiries:
Investors
Michael Topham, Chief Executive Officer
Richard Pike, Chief Financial Officer
ir@biffa.co.uk
Media & Analysts
Houston
biffa@houston.co.uk
Registered in England and Wales:
10336040
Registered office at:
Coronation Road,
Cressex,
High Wycombe,
Buckinghamshire
HP12 3TZ
About Biffa
Biffa has been at the forefront of the UK's waste industry for
over a hundred years, with operations that span the entire breadth
of the waste management process including collection, recycling,
treatment, disposal and energy generation. We exist to change the
way people think about waste; to help people see the opportunities
that exist when we manage our waste in the right way, and to make
that happen. We understand the vital role we have to play in
helping the UK to address the climate emergency and deliver
sustainable growth. This involves an ambitious investment programme
in green economy infrastructure and low carbon collections,
alongside an ongoing commitment to sector leadership in the health,
safety and wellbeing of our people. Biffa is a Great British
company. It has been listed on the London Stock Exchange since
October 2016 under the ticker "BIFF". In March 2020, Biffa entered
the FTSE-250.
For more information visit www.biffa.co.uk/investors
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