AGM alert: Imperial Brands, WH Smith, SSP Group

WH Smith (LSE:SMWH) is set to recoup £1.5 million from two former bosses as the transatlantic travel retailer attempts to rebuild from one of the worst chapters in its recent history.

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About £600 million was wiped from the FTSE 250 firm’s stock market value in August when the company disclosed the overstatement of supplier income in North America.

Chief executive Carl Cowling stepped down in November amid the findings of an independent review by Deloitte, which said the divisional issues arose against a backdrop of a target-driven performance culture and a decentralised structure.

The overstatement of profits for the 2023 and 2024 financial years means that WH Smith intends to claw back bonus and shares awards made to Cowling and former finance chief Robert Moorhead. These amounted to £887,512 in cash and 103,921 deferred bonus/long-term incentive (LTIP) shares, worth a total of £1.5 million. 

The company’s AGM takes place in early February, when resolutions will include votes on the annual remuneration report and the reappointment of PwC as auditor.

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WH Smith

When: 9.30am, Monday 2 February.

Where: Herbert Smith Freehills Kramer, Exchange House, Primrose Street, London EC2A 2EG.

How to participate: Proxy voting instructions should be returned no later than 9.30am, Thursday 29 January. More AGM details can be found here.

Who’s in the chair? Annette Court has held the role since December 2022. She is the former CEO of Direct Line Insurance and chair of Admiral.

How did the company do in the year to 31 August? Total revenues from continuing operations rose 5% to £1.55 billion, but trading profit fell to £159 million from 2024’s £170 million. The North American division posted a trading profit of £15 million, reflecting a net reduction in supplier income of £23 million in the wake of the independent review of accounting standards by Deloitte. The divisional result compared with 2024’s £34 million and market forecasts of £55 million. Group headline profit fell £6 million to £108 million and earnings per share to 43.4p from 60.3p a year earlier. A dividend of 6p a share will be paid on 12 February, resulting in a 48.5% reduction in the total for the year to 17.3p. The sale of high street stores and funkypigeon.com concluded the company’s transformation into a pure-play travel retailer.

What were the findings of the Deloitte review? The accounting treatment for supplier income adopted by the North America division was not consistent with the group’s stated policy. Deloitte said overstatements were substantially a timing rather than existence issue. The problems arose against a backdrop of a target-driven performance culture and a decentralised structure, with a limited level of group oversight of the finance processes in North America. 

How have shares performed? Down 46% to 690p (638.5p on Thursday).

What about remuneration for 2025? Carl Cowling, who resigned as chief executive following the conclusion of the Deloitte review in November, received a total of £724,000. This was down from £2.7 million in 2024. There was no annual bonus as headline profit of £108 million was below the threshold target. ESG metrics would have resulted in 19.4% of the long-term incentive award vesting, an outcome the remuneration committee decided was not appropriate in the circumstances. As a result, Cowling’s 2022 long-term incentive award lapsed in full.

How is clawback being applied? The Deloitte review identified North America supplier income adjustments of £13 million for 2024 and £5 million for 2023. In addition, the group made further adjustments in respect of North America of £7 million for 2024 and £4 million for 2023. The excess amount originally awarded to Cowling and former finance chief Robert Moorhead amounted to £887,512 in cash and 103,921 deferred bonus/long-term incentive (LTIP) shares. This is worth a total of £1.5 million. The overpayment to Cowling is £516,000 in cash and 60,182 of shares worth £371,000 at prices in early January. Any erroneously awarded deferred bonus or LTIP shares will be cancelled, with the excess amount that was received in cash dealt with by cancelling additional deferred bonus and, if necessary, LTIP shares.

What about Cowling’s remaining shares? Whilst recognising the seriousness of the situation that led to his resignation, the committee also took into account the former’s CEO contribution over the last 11 years. This included navigation of the group through the global pandemic and his role in the strategic repositioning of the group as a pure-play travel retailer. The committee concluded that Cowling should retain his outstanding LTIP awards not impacted by the malus and clawback in relation to the 2023 and 2024 financial years. Any vested shares will remain subject to a two-year holding period and Cowling will be required to maintain a minimum shareholding of 300% of base salary for a period of two years.

How much is the interim boss paid? Andrew Harrison, who previously ran the UK travel division, gets a basic salary of £500,000. His annual bonus opportunity is 150% of salary, along with a 2025 long-term incentive award worth 300% of salary.

What else has the company said? The board intends to undertake a review of its approach to remuneration in light of the findings of Deloitte that the North America accounting issues arose against a backdrop of a target-driven performance culture in the North America division.

How did last year’s AGM go? The new three-year remuneration policy was approved with 98.63% of votes in favour. The annual remuneration report got 99.59% support.

How’s the company doing on diversity? Female representation on the board at the end of August was 50%, including one senior position. One director is from an ethnic minority background.

Imperial Brands

When: 9.30am, Wednesday 28 January.

Where: Bristol Marriott Royal Hotel, College Green, Bristol, BS1 5TA.

How to participate: The deadline for the return of proxy voting instructions is 9.30am, Monday 26 January. More AGM details can be found here.

Who’s in the chair? Investment banker Thérèse Esperdy joined the Imperial Brands (LSE:IMB) board in July 2016 and has been its chair since January 2020. Under the UK Corporate Governance Code, she has reached the “comply or explain” nine-year tenure point from her date of appointment to the board. However, senior independent director Sue Clark has recommended that Esperdy’s spell as chair be extended to provide continuity while Lukas Paravicini and Murray McGowan establish themselves in their new roles as CEO and chief financial officer respectively.

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How did the company do in the year to 30 September? Resilient pricing led to growth in tobacco net revenue of 3.7%. In next generation products, strong growth in the US and Europe led to constant currency net revenue growth of 13.7%. This supported adjusted operating profit growth of 4.6% to £4 billion and cash generation in line with the group’s guidance. A dividend of 40.08p a share is due to be paid on 31 March, with the total for the year up 4.5% to 160.32p a share. Buybacks resulted in a total capital return of £2.8 billion in the 2025 financial year.

How have shares performed? Up 45% to 3,158p (3,010p on Thursday). Total shareholder return over Imperial’s five-year strategy period to 30 September was 241%, significantly outperforming the FTSE 100 and including a return of 50.6% in 2024/25.

How much is the new boss paid? Lukas Paravicini, who joined Imperial in May 2021 and became chief executive on 1 October, was appointed on a base salary of £1.4 million. This compares with the £1.45 million paid to Stefan Bomhard, who held the role for five years. 

How much was the former boss paid? Bomhard, who retired from the board at the end of 2025, received total remuneration of £8.5 million for the 2024/25 year. This compares with £10.6 million for 2023/24 and £8.9 million in 2022/23. The total for the most recent year included an annual bonus of cash and deferred shares worth £1.86 million, which was based on 64.4% of the maximum. The 58.3% vesting of long-term incentives contributed £5 million.

How was variable pay determined? The annual bonus was based 40% on adjusted operating profit, 15% on operating cash conversion, 15% on market share and 10% on next generation product net revenues. Strategic objectives formed the remaining 20% of the bonus. The vesting of long-term incentives was driven by relative total shareholder return as the company ranked fourth out of 24 over the three-year period. There was no vesting under the measure for return on invested capital, while there was a near-target result for adjusted earnings per share growth.

How did last year’s AGM go? The annual remuneration report received 97.36% support.

How’s the company doing on diversity? Female representation on the 10-strong board at the end of the financial year was 40%, including the roles of chair and senior independent director. A fifth of board members identified as being from an ethnic minority background.

SSP Group

When: 10am, Friday 23 January.

Where: Travers Smith LLP, 10 Snow Hill, London EC1A 2AL

How to participate: The proxy voting deadline is 10am, Wednesday 21 January. More details about SSP Group (LSE:SSPG)’s AGM can be found here.

Who’s in the chair? Former BAA chief executive Mike Clasper is stepping down following the AGM, having held the role since February 2020. Should a new chair not be in place by then, senior independent director Carolyn Bradley will assume the role on an interim basis. 

How did the company do in the year to 30 September? Revenue increased 8% on a constant currency basis to £3.6 billion, including like-for-like growth of 4%. Three of the company’s four divisions performed well but continental Europe – in particular France and Germany – continued to face challenges. Full year operating profit of £223 million represented a rise of 12.7% on a constant currency basis, while earnings per share lifted 25% to 12.5p. A final dividend of 2.8p a share is due to be paid on 27 February, resulting in a 20% increase in the total for the year to 4.2p a share.

How have shares performed? Up 7% to 171.3p (196.6p on Thursday).

How much is the boss paid? Patrick Coveney’s total remuneration of £1.7 million compared with £1.56 million the year before. The total included an annual bonus of £188,000, which was based on 13% of the maximum opportunity, and £463,000 from the 80% vesting of long-term incentives. Coveney’s base salary increased in October by 2% to £842,650.

How was variable pay determined? The long-term Restricted Share Plan award was subject to a 20% reduction in order to take into account the impairments in continental Europe and the experience of shareholders over the three-year period. Underlying earnings, which accounted for 60% of the annual bonus result, was just above the threshold target of £232.2 million. Earnings per share was just below the target of 12.8p.

How did last year’s AGM go? The new three-year remuneration policy, which included a return to a performance-based structure for long-term incentives, was approved with 95.62% support. The annual remuneration report was backed with 83.52% of votes in favour, reflecting some mixed views on specific measures and targets.

How are annual bonus measures changing? In 2026, the entire award will be determined by financial delivery. Operating profit will represent 40% of the overall award, with earnings per share at 30%. A free cash flow component will be introduced, representing 30%.

How’s the company doing on diversity? Half of board roles are held by women, including the position of senior independent director. One director is from a minority ethnic background.