Shareholders are unhappy and disappointed at pay and bonuses at a trio of well known UK firms. We focus on the offenders and how you can make your voice heard.
A £265,000 bonus for the turnaround specialist running banknote printer De La Rue (LSE:DLAR) has been questioned after the company’s valuation slumped to £150 million.
Fund manager Crystal Amber, which owns a 10% stake, believes Cliver Vacher’s overall pay package of £792,000 is not appropriate for the boss of a small-cap company. De La Rue’s AGM takes place in Manchester later this month.
Facilities manager MITIE Group (LSE:MTO) and retailer Ted Baker (LSE:TED) also face potentially difficult meetings after advisory group Glass Lewis recommended that shareholders vote against the remuneration reports.
When: 11.30am, Tuesday 26 July.
Where: Level 12, The Shard, 32 London Bridge Street, London SE1 9SG.
How to participate: Shareholders can vote at the AGM electronically via the Lumi platform and attend by conference call to ask questions in real time. Questions in advance of the AGM should be submitted via email to email@example.com. The deadline for proxy voting instructions is 11.30am, Friday 22 July. More AGM details can be found here.
Who’s in the chair? Derek Mapp, the former Informa chair who was appointed in May 2017.
How did the company do in the year to 31 March? Revenues of £4 billion were 58% higher after benefiting from new contract wins, growth at recently-acquired Interserve Facilities Management and £448 million from flexible rapid-response Covid-related contracts. Pre-tax profits of £52 million compared with a £14 million loss the previous year, while the earnings per share before other items significantly increased to 9.2p. A final dividend of 1.4 pence a share for payment on 5 August took the reinstated total dividend to 1.8p a share.
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How have shares performed? Down 12% to 55.1p (61.7p on Thursday).
How much is the boss paid? Phil Bentley’s salary has been £900,000 since his appointment in 2016. His total remuneration for the 2021/22 financial year came to £3.87 million, which included £1.37 million of cash and deferred shares from 95% of the maximum annual bonus opportunity. Long-term incentives granted in 2019 generated £1.4 million, based on achieving the performance metrics relating to earnings per share growth and cash conversion.
How did last year’s AGM go? The three-year remuneration policy was approved, but with 29.9% of votes against. The annual remuneration report received support of 79.7%. The dissent related to a new three-year performance plan designed to incentivise senior leadership to deliver on the Interserve acquisition, a deal which created the UK's largest facilities management company. The Enhanced Delivery Plan granted Bentley core awards worth 160% of his base salary subject to “stretching” performance measures, with an opportunity to earn up to four times this for “truly exceptional performance”. The separate long-term incentive scheme has also granted shares worth 200% of salary.
What’s the view of voting agencies? Glass Lewis says Bentley’s incentive opportunity significantly exceeds those on offer at the company’s FTSE 250-listed peers. It is also disappointed at the failure to make changes to the Enhanced Delivery Plan after last year’s AGM dissent. It recommends shareholders vote against the annual remuneration report.
How’s the company doing on diversity? At the end of March, the seven-strong board was 43% female. There are two directors from a minority ethnic background.
When: 10am, Thursday 28 July
Where: Ted Baker’s offices, The Ugly Brown Building, 6a St Pancras Way, London, NW1 0TB.
How to participate: Proxy voting instructions need to be returned no later than 10am, Tuesday 26 July. More AGM details can be found here.
Who’s in the chair? Helena Feltham was appointed on an interim basis in December, having joined the board as a non-executive director in May 2019. She has held senior human resources roles at B&Q and Marks & Spencer.
How did the company do in the year to 29 January? Revenues of £428.2 million were 20.5% higher than a year earlier, with a cost savings and transformation programme also contributing to a 35% reduction in the underlying loss to £38.4 million and 65.7% narrowing of the loss per share to 19.3p. There was no dividend.
How have shares performed? Down 13% to 87.5p (79p on Thursday).
How much is the boss paid? Rachel Osborne’s basic salary has increased 2% for the new financial year to £535,500. In 2021/22, her total remuneration came to £762,000 after the award of a performance-related bonus of £131,000 equivalent to 17% of the maximum opportunity, which reflected progress against strategic objectives.
What’s the view of voting agencies? Glass Lewis is unhappy with the payment of bonuses to executives given the overall stakeholder experience in the period and the company's receipt of furlough money from the UK government. It recommends shareholders vote against the annual remuneration report.
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How did last year’s AGM go? The annual remuneration report was backed with 93.97% of votes in favour.
How’s the company doing on diversity? The board is 50% female, while the figure for senior management is 37.5%.
Tate & Lyle
When: 10.30am, Thursday 28 July.
Where: Thistle London Marble Arch, Bryanston Street, London, W1H 7EH.
How to participate: Tate & Lyle's (LSE:TATE) deadline for the receipt of proxy voting instructions is 10.30am, Tuesday 26 July. Questions for the board should be submitted in advance to agmquestions@tateandlyle. More AGM details can be found here.
Who’s in the chair? Gerry Murphy, who was appointed in April 2017 and has held chief executive roles at Greencore, Carlton Communications, Exel and Kingfisher.
How did the company do in the year to 31 March? Tate & Lyle’s continuing operations, which are focused on food and beverage solutions, delivered revenue growth of 18% to £1.4 billion as profits rose 14% to £145 million. Including discontinued operations, earnings per share fell 7% to 50.2p. The lower final dividend of 12.8p, which will be paid on 5 August, reflects the company’s new earnings base and associated share consolidation. The total dividend is 21.8p, which compares with 30.8p the year before.
How have shares performed? Down 5% to 854.2p (772p on Thursday).
How much is the boss paid? Nick Hampton, whose basic salary stayed the same between his appointment in April 2018 and last year, has received a pay rise of 4% in line with the wider workforce to £712,400. His total remuneration for 2021/22 came to £2.4 million, which included £686,000 based on 67% of the maximum annual bonus opportunity. The vesting of long-term share awards was worth a further £918,000, but Hampton’s overall figure was down on the £3.2 million reported for 2020/21.
What’s the view of voting agencies? Glass Lewis recommends shareholders vote in favour of the annual remuneration report.
How did last year’s AGM go? The annual remuneration report was approved with 96.48% of votes in favour.
How’s the company doing on diversity? The board is made up of 45% women and 18% from Black, Asian or non-white ethnically diverse groups.
De La Rue
When: 10.45am, Wednesday 27 July.
Where: Worsley Park Marriott Hotel & Country Club, Walkden Road, Manchester, M28 2QT.
How to participate: De La Rue has about 4,700 retail shareholders, with some of these being employees. The AGM venue is close to the company’s production site at Westhoughton and has been chosen to attract attendance by a wider range of shareholders than just those near the usual location at De La Rue’s Basingstoke headquarters. There is no webcast facility but an AGM website page will enable questions to be lodged and answered in advance. Proxy voting instructions need to be returned by 10.45am, Monday 25 July.
Who’s in the chair? Kevin Loosemore has held the role since October 2019. He ran De La Rue Card Systems in the late 1990s before senior executive roles at Cable & Wireless and Motorola.
How did the company do in the year to 27 March? Revenues of £375.1 million were 3.3% lower after an improvement of 16.4% in the authentication division was offset by a 2.1% decline to £280.9 million from banknote printing. Adjusted earnings per share from continuing operations fell 11.6% to 13p, but cash generation resumed.
How have shares performed? Down 47% to 109p, falling to 74.6p by Thursday following a warning in May’s annual results that operating profit will be flat and second half weighted.
How much is the boss paid? Clive Vacher’s £468,000 basic salary increased this month by 2.5%, in line with the wider workforce. His total remuneration for 2021/22 came to £792,000, including £265,000 after the annual bonus scheme paid 42% of the maximum opportunity. This award was mainly due to a reduction in net debt, with the other financial metrics relating to revenues and operating profit not met. Vacher, who was appointed in October 2019 with a track record of turnarounds, got £1.1 million the previous year after a £593,000 bonus.
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What’s the view of voting agencies? Glass Lewis has recommended shareholders vote in favour of the annual remuneration report. However, one of the company’s largest shareholders has criticised the £265,000 bonus. Richard Bernstein, chief investment officer of the fund manager Crystal Amber, told Sky News that Vacher's pay was inappropriate for the boss of a company valued by the London stock market at £150 million.
How did last year’s AGM go? The directors’ remuneration report was approved with 98.11% of votes in favour.
How’s the company doing on diversity? The company has a 50% gender split at both board and executive leadership level.
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