AGMs are back and there’s plenty of opportunity to have your say
2nd September 2022 12:47
by Graeme Evans from interactive investor
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Time to get voting again and let company bosses know what you think as corporate AGMs resume after the summer break.
Succession planning at FTSE 100-listed Auto Trader Group (LSE:AUTO) and bonuses at Currys (LSE:CURY) and Moonpig (LSE:MOON) following a year of share price weakness will face scrutiny at forthcoming AGMs.
Corporate governance advisor Glass Lewis recommends shareholders vote against the re-election of Auto Trader’s Ed Williams, who has been on the board since 2010 and its chair since the 2015 flotation. It is concerned about the lack of transparency on succession planning.
Nickyl Raithatha, the boss of Moonpig, and his counterpart at Currys, Alex Baldock, received bonuses near to their maximum opportunity thanks to improved trading performances.
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Shareholders largely missed out after big declines for both FTSE 250-listed stocks, although Glass Lewis is not recommending votes against their annual remuneration reports.
Currys
When: 10am, Thursday 8 September
Where: Hilton London Kensington, 179-199 Holland Park Avenue, London W11 4UL.
How to participate: Proxy voting instructions can be registered electronically on www.sharevote.co.uk and must be received no later than 10am on Tuesday 6 September. Shareholders are encouraged to submit any questions by email to cosec@currys.co.uk ahead of the same deadline. More AGM details can be found here.
Who’s in the chair? Former BT boss Ian Livingston, who joined the board in 2015, is hosting his last meeting. He will be replaced after the AGM by Ian Dyson, the former Marks & Spencer finance director who recently stood down as chair of ASOS.
How did the company do in the year to 30 April? Revenues of £10.1 billion were 2% lower than 2020/21 and flat on two years earlier. Pre-tax profits of £126 million rose from £33 million the year before, while adjusted earnings per share improved to 11.9p from 10.7p. The former Dixons Carphone business is due to pay a final dividend of 2.15p a share on 16 September, lifting the figure for the year by 5% to 3.15p.
How have shares performed? Down 33% to 93.3p (62p on Thursday).
How much is the boss paid? Alex Baldock’s base salary is £906,400 after a 3% increase last month. His total remuneration for 2021/22 came to £2.6 million, which included an annual performance bonus of £1.1 million in cash and deferred shares based on the 83.5% of the maximum opportunity. The final figure also included a further £469,000 from long-term incentives granted in 2019 and which vested at 26.5% of their maximum.
What’s changing in the new remuneration policy? Shareholding requirements are being increased from 200% of salary to 250%, which also extends to the first year after a director’s departure before reducing to 125% for the second year.
What’s the view of voting agencies? Glass Lewis highlights the grant of long-term incentives for 2022/23 being at 250% of base salary, despite a significant fall in share price since the granting of 2021/22 awards. However, it is satisfied with the company’s commitment to review vesting outcomes with a view to reducing awards should the directors benefit from any windfall gains of an exceptional nature. The agency recommends shareholders support the annual remuneration report and the new remuneration policy.
How did last year’s AGM go? The annual remuneration report was approved with 92.78% of votes in favour. The last remuneration policy was backed with 89.26%.
How’s the company doing on diversity? Board composition was 37.5% female at the end of the financial year and met the target under the Parker review on ethnic diversity.
Auto Trader
When: 10am, Thursday 15 September.
Where: 4th Floor, 1 Tony Wilson Place, Manchester M15 4FN.
How to participate: Questions can be sent in advance of the meeting to ir@autotrader.co.uk. All proxy votes whether postal or electronic must be received by 10am, Tuesday 13 September. More AGM details can be found here.
Who’s in the chair? Ed Williams has been in the role since February 2015. He is the founding chief executive of Rightmove, a role he held between November 2000 and April 2013.
How did the company do in the year to 31 March? The automotive marketplace reported revenues of £432.7 million, a jump of 65% on a year earlier and 17% higher than the pre-pandemic 2020 financial year. Pre-tax profits surged 91% to £301 million, with earnings per share of 25.61p up 93% on a year ago or 15% on 2020. The company returned £237.1 million to shareholders, including £163.5 million of share buybacks. A final dividend of 5.5p a share is due to be paid on 23 September, up from 5p the year before.
How have shares performed? Up 14% to 632.8p (631p on Thursday).
How much is the boss paid? Nathan Coe’s salary has increased 3% to £596,741, in line with the rise for senior employees but below the average company-wide increase of about 6%. His total remuneration for 2021/22 came to £1.73 million, including £652,000 in cash and shares after the annual bonus scheme paid 75% of the maximum. This was due to the beating of operating profit targets, whereas the metric on the take up of digital retailing products was not met. A further £457,000 was generated through the vesting of about half of performance share plan awards granted in 2019. These are subject to a two-year holding period.
How did last year’s AGM go? The binding vote on the company’s new remuneration policy was approved with 99.69% of votes in favour, while the annual remuneration report got 97.27% support.
What’s the view of voting agencies? Glass Lewis is in favour of the annual remuneration report but recommends shareholders vote against the re-election of Williams, who has been on the board since 2010 and in the chair’s role since the IPO in 2015. The nine-year tenure recommended under corporate governance guidelines gives Williams until March 2024. However, the agency is unhappy at the level of transparency on succession planning: “We are concerned that the company's disclosure in this regard remains unchanged since last year, despite chair tenure remaining a high-profile concern for shareholders more broadly. Consequently, we believe it appropriate to hold director Williams, as the chair of the nomination committee, accountable for these failings.”
How’s the company doing on diversity? Women account for 56% of boardroom roles, with the percentage in leadership positions at 38% by the end of March. Auto Trader also meets the Parker Review recommendation that all FTSE 100 boards should have at least one director from an ethnically diverse background by 2021.
Moonpig
When: 10am, Tuesday 20 September.
Where: The Goldsmiths’ Centre, 42 Britton Street, London EC1M 5AD.
How to participate: Voting instructions can be completed through www.signalshares.com or by using the LinkVote+ app, with the deadline for doing so 10am, Friday 16 September. More AGM details can be found here.
Who’s in the chair? Former WH Smith boss Kate Swann was appointed in 2019 and oversaw the company’s stock market flotation in 2021.
How did the company do in the year to 30 April? Revenues of £304.3 million were 17.3% below the pandemic peak but 75.8% stronger on a two-year basis. Pre-tax profits improved 21.6% to £40 million and the online greetings card retailer lifted earnings per share by 52.5% to 9.3p. There was no dividend as the company is focused on investing in growth.
How have shares performed? Down 56% to 193.4p (180.1p on Thursday).
How much is the boss paid? Nickyl Raithatha’s base salary, which was not increased last year, is to rise 3% to £597,000 against an average employee pay increase of 8.6%. His total remuneration for 2021/22 came to £1.44 million after receiving £822,150 under the annual bonus scheme, which equates to 94.5% of the maximum opportunity after financial performance measures were met in full.
What’s the view of voting agencies? Glass Lewis recommends shareholders support the annual remuneration report.
How did last year’s AGM go? The resolutions on the remuneration report and the company’s new remuneration policy were supported with more than 99% of votes in favour.
How’s the company doing on diversity? The board has 38% female representation and meets the target in the Parker Review to have one or more directors from a diverse ethnic background by 2024.
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