Three of the UK's best-known companies hold AGMs in the next few weeks, and some of them will get a harder time than others. Here are the details you should know ahead of each shareholder meeting.
Marks & Spencer Group (LSE:MKS) faces a lively AGM after former boss Steve Rowe got a £1.6 million bonus but shareholders went another year without a dividend.
Advisory group Glass Lewis believes discretion should have been exercised on bonus awards, recommending that shareholders should oppose the advisory vote on the annual remuneration report at the company’s digital-only AGM in early July.
Other events in the summer AGM diary include the Folkestone meeting of travel and insurance group Saga (LSE:SAGA), where a new long-term incentive scheme built around the company’s turnaround strategy will be put before shareholders.
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Marks & Spencer
When: 11am, Tuesday 5 July.
Where: A digitally-enabled meeting broadcast from M&S’s Waterside House Support Centre.
How to participate: Shareholders are advised not to travel to the venue as the meeting will be available via the Lumi AGM platform. This follows the success of the last digital AGM, which again received higher levels of shareholder engagement than previously. As this year’s shareholder advocate, the broadcaster and journalist Anita Anand will ensure that views and questions are put to the board. Questions in advance should be submitted to AGMquestionsubmission@marks-and-spencer.com by 5pm on Friday, 1 July, with the deadline for proxy votes being 1pm on the same day. More AGM details can be found here.
Who’s in the chair? Archie Norman was appointed in September 2017.
How did the company do in the year to 2 April? Revenues of £10.9 billion were 21.5% higher than the previous year. The figure was also 6.9% higher than two years earlier after M&S achieved 10.1% growth in food and 3.8% in clothing and home. Pre-tax profits of £522.9 million compared with £403.1 million in the pre-pandemic year. However, there has been no dividend since the company last paid 3.9p a share in 2019/20.
How have shares performed? Up 4% at 157.95p (139.05p on Thursday).
How much was the boss paid? Steve Rowe, who stepped down in May, got a total of £2.6 million in the 2021/22 financial year. This included his base salary of £841,000 and an annual bonus worth £1.6 million, which was based on 95% of the maximum opportunity. Half of the bonus has been deferred into M&S shares and will be released after three years. Despite being in his notice period, the remuneration committee decided not to apply discretion to Rowe’s bonus as he will be working for up to 12 months as an adviser to the new leadership team and has “worked tirelessly and determinedly to deliver on the transformation promise”.
What about the new management team? Stuart Machin has been appointed chief executive with responsibility for day-to-day leadership and Katie Bickerstaffe is co-chief executive with a focus on driving omnichannel, digital and data for the business. Machin’s salary from the end of May is £800,000, with Bickerstaffe on £750,000. Eoin Tonge, who is the new chief financial officer and chief strategy officer, has seen his salary increase by 8.9% to £660,000. The next salary review for executive directors is effective from July 2023.
What’s the view of voting agencies? Glass Lewis recommends shareholders vote against the annual remuneration report. It is concerned with the scale of payouts under the annual bonus plan given the lack of dividends and receipt of £59.8 million of UK business rates relief over the period. It adds: “In our view, there is no reason as to why the company could not exercise its discretion to reduce the bonus to reflect the stakeholder experience in this regard.”
How did last year’s AGM go? The annual remuneration report was approved with more than 99% of votes in favour.
How’s the company doing on diversity? The board is 45% female and is compliant with the Parker Review’s target to appoint at least one member from an ethnic minority background.
When: 11am, Thursday 7 July.
Where: 33 Holborn, London EC1N 2HT.
How to participate: It will be possible to attend and participate online via the Lumi AGM website. Those wishing to attend in person should register by 5.30pm on Tuesday, 5 July. Shareholders are asked to submit questions by 6pm on Monday, 27 June to firstname.lastname@example.org. More AGM details can be found here.
Who’s in the chair? Former Deloitte partner and experienced board director Martin Scicluna, who was appointed in March 2019.
How did the company do in the year to 5 March? Group sales excluding VAT rose 2.9% to £29.9 billion as the supermarket returned to the black with a profit of £854 million and earnings per share of 29.8p. Grocery sales were significantly above pre-pandemic levels due to a sustained shift of consumption to in-home, but general merchandise declined as a result of challenges around product supply and freight availability. The final dividend has increased 34% to 9.9p a share and will be paid on 15 July, resulting in the highest total in five years.
How have shares performed? Up 12% at 248.7p (205.1p on Thursday).
How much is the boss paid? Simon Roberts, who was appointed in June 2020 on a salary 10% lower than predecessor Mike Coupe, received a 3.5% pay rise in May to £905,626. His total remuneration for the last financial year came to £3.8 million, including £1.67 million of cash and deferred shares from the annual bonus scheme. Having waived his right to last year’s bonus, Roberts achieved an award worth 87% of the maximum but the remuneration committee exercised negative discretion to exclude the net-positive impact of Covid-19. A long-term incentive plan generated £1.15 million after vesting at 70% of the maximum.
What’s the view of voting agencies? Glass Lewis says shareholders can be satisfied with the committee's use of discretion, recommending support for the annual remuneration report.
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How did last year’s AGM go? The directors’ remuneration report was approved, but more than 19% of votes were cast against.
What’s in the Living Wage resolution? A group of shareholders, co-ordinated by ShareAction, is pressing the supermarket to become an accredited Living Wage Employer. In January, Sainsbury’s uplifted rates for directly employed staff to 10p above the Living Wage rate of £9.90 an hour outside of London and matched the Living Wage rate for employees in inner London at £11.05. However, the resolution says gaps remain on third-party staff and that there is no ongoing commitment to match the real Living Wage.
What’s been the company’s response? The company spends almost £4 billion paying staff each year, its single largest operating cost. It says it always considers the Living Wage alongside the National Living Wage when setting pay, but does not wish to be formally accredited as a Living Wage employer as this would mean that a third party – the Living Wage Foundation – would decide pay changes each year.
How’s the company doing on diversity? Three directors are women, representing a third of the board, and one board member identifies as ethnically diverse.
When: 2pm, Thursday 14 July.
Where: The Vox Conference Venue, Resorts World, Birmingham, B40 1PU.
How to participate: It will be possible to attend electronically through the Lumi AGM platform. Questions in advance of the meeting and proxy voting instructions must be submitted by 2pm, Tuesday 12 July. More AGM details can be found here.
Who’s in the chair? Former ITV and Royal Mail boss Adam Crozier, who was appointed in December 2021.
How did the company do in the year to 31 March? Revenues of £20.9 billion were down 2%, reflecting declines in Enterprise and Global offset by growth in Openreach and a flat performance in Consumer. Pre-tax profits rose 9% to £2 billion but earnings per share fell 13% to 12.9p. A final dividend of 5.39p a share for payment on 12 September took the full-year total to 7.70p a share compared with no award the previous year.
How have shares performed? Up 18% to 182.2p (185.15p on Thursday).
How much is the boss paid? Philip Jansen’s salary was fixed for five years on his appointment in February 2019 at £1.1 million. His total remuneration for 2021/22 came to £3.46 million, which included cash and deferred shares worth £1.32 million from the annual bonus scheme. Discretion was used to cap executive bonuses below their formulaic outcome, in line with Jansen’s recommendation. This was despite meeting financial goals and honouring commitments on the dividend and a staff salary review. However, the remuneration committee said the result was a “better reflection of the overall performance of the business and the wider stakeholder experience.” Jansen’s total remuneration figure also includes an estimated £830,000 from 2019’s long-term incentive scheme, which is due to vest in August. The scheme had been set to lapse in full but the free cash flow measure was adjusted to reflect unforeseen changes in the business plan, such as the commitment to expand the rollout of full-fibre capability to 25 million premises by December 2026.
What’s the view of voting agencies? Glass Lewis does not believe the adjustment to the long-term incentive plan warrants shareholder action, given the relatively modest overall vesting amount, the resumption of dividends and the committee's decision to exercise discretion to reduce annual bonus outcome. It added: “We will, however, continue to closely monitor the committee's use of discretion going forward.”
What happened at last year’s AGM? The annual remuneration report was approved with 95.92% of votes in favour.
How’s the company doing on diversity? The gender split of the 11-strong board at the end of March was 36% female, with two directors from an ethnic minority background. Female membership of the board reduces to 27% after the AGM, leaving the company below its own targets and external expectations. BT said: “The diversity of the board will be addressed as a priority as part of our search for additional non-executive directors.”
When: 11am, Tuesday 5 July.
Where: Enbrook Park, Sandgate, Folkestone, Kent CT20 3SE.
How to participate: Shareholders viewing the meeting online will be able to ask directors questions electronically but not vote. This must be done beforehand, with the deadline for the receipt of online or postal voting forms being 11am, Friday 1 July. Questions in advance of the AGM can be submitted to email@example.com. More AGM details can be found here.
Who’s in the chair? Sir Roger De Haan is the son of Saga’s founder Sidney. He joined the business in 1966, aged 17, as its 11th employee and worked there for 38 years. He became managing director in 1976 and chairman and chief executive from 1984 until he sold the company in 2004. He returned to the business as non-executive chairman in 2020.
How did the company do in the year to 31 January? An underlying loss of £6.7 million followed the suspension of the travel business for the first half of the year and ongoing impact of the pandemic once operations resumed. Its insurance operations produced a robust performance and the group said it made progress against its turnaround strategy. The bottom-line loss narrowed to £23.5 million from £61.2 million. There was no dividend.
How have shares performed? Up 15% to 284.8p (183p on Thursday). De Haan said in the annual report in March: “As a shareholder myself, I fully understand that some investors could be frustrated by the current share price.”
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How much is the boss paid? Euan Sutherland’s salary has increased 2.5% to £728,262 for 2022/23. For the 2021/22 year, his bonus came to £909,937 after achieving 85.4% of the maximum opportunity based on targets that took into account the turbulent trading outlook and company’s business plan. The grant of long-term incentive shares worth £710,500 but not due to vest for three years brought total remuneration to £2.34 million for the year.
What’s in the new remuneration policy? A new Saga Transformation Plan has a qualifying hurdle of 600p including dividends over its five years, representing a material premium on the current price. If the hurdle is achieved, participants will get 12.5% of this excess value up to a limit of 10% of the share capital. Saga said 18% of the pool will go to the chief executive, with a cap of £15 million. The current Restricted Shares Plan will continue but with a 20% discount to reflect the introduction of the transformation plan scheme.
What’s the view of voting agencies? Glass Lewis recommends support for the directors’ remuneration report but is against the new remuneration policy and accompanying resolution on the Saga Transformation Plan (STP). It said: “While we recognise that the proposed policy is intended to support the company's strategy, including maximising the existing business, we remain troubled by the terms of the proposed STP.” Its reservations include the individual caps and reliance on absolute total shareholder return as the sole performance measure. The agency is also concerned that the Restricted Shares Plan will remain in place throughout the term of the STP, albeit at a discounted maximum opportunity.
How did last year’s AGM go? The directors’ remuneration report was approved with 22.3% of votes against, reflecting concerns over bonus awards.
How’s the company doing on diversity? The seven-strong board is 43% female. The company says it is committed to appointing at least one board member from an ethnic minority background.
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