REG - Standard Life Aberdn - Result of AGM

AberdeenAnnouncement

12/05/2020 12:45

RNS Number : 6465M
  
Standard Life Aberdeen plc
  
12 May 2020
  
 

Standard Life Aberdeen plc
Results of Annual General Meeting 
 
 
 
The Board of Standard Life Aberdeen plc ('the Company') announces the results of the voting on the resolutions put to its Annual General Meeting (AGM) held earlier today, Tuesday 12 May 2020.  Resolutions 1 to 15 were duly passed.  
 
Resolution 16, which was proposed as a special resolution and which proposed amendments to the Company's Articles of Association, was not passed, and accordingly, the Articles approved at the 2018 AGM remain in force.
 
The results of the polls were as follows:
 







For


% For


Against
 


Total Votes Validly Cast


Votes Withheld




Resolution 1:
To receive and consider the Annual report and accounts 2019


1,095,427,832


99.96


418,890


1,095,846,722


9,728,748




Resolution 2:
To declare a final dividend for 2019


1,101,582,527


99.66


3,741,199


1,105,323,726


251,744




Resolution 3:
To re-appoint KPMG LLP as auditors


1,092,010,289


98.87


12,466,514


1,104,476,803


1,098,666




Resolution 4:
To authorise the audit committee to set the auditors' fees


1,101,976,965


99.79


2,373,303


1,104,350,268


1,225,202




Resolution 5:
To approve the Directors' remuneration report, excluding the remuneration policy


1,067,884,391


98.05


21,284,114


1,089,168,505


16,406,965




Resolution 6:
To approve the Directors' remuneration policy


1,003,905,073


91.66


91,323,405


1,095,228,478


10,346,991




Resolution 7A:
To re-elect Sir Douglas Flint as a Director


1,092,716,248


99.66


3,685,635


1,096,401,883


9,173,586




Resolution 7B:
To re-elect Stephanie Bruce as a Director


1,103,533,879


99.71


3,191,144


1,106,725,023


1,143,523




Resolution 7C: 
To re-elect John Devine as a Director


1,094,307,683


98.89


12,307,817


1,106,615,500


1,253,045




Resolution 7D:
To re-elect Melanie Gee as a Director


1,103,590,027


99.72


3,124,999


1,106,715,026


1,153,520




Resolution 7E: 
To re-elect Martin Pike as a Director


1,103,407,611


99.71


3,170,048


1,106,577,659


1,290,887




Resolution 7F:
To re-elect Cathleen Raffaeli as a Director


1,104,181,204


99.78


2,477,025


1,106,658,229


1,210,317




Resolution 7G:
To re-elect Jutta af Rosenborg as a Director


1,006,582,172


90.96


100,046,613


1,106,628,785


1,239,760




Resolution 7H:
To re-elect Keith Skeoch as a Director


1,105,327,217


99.27


8,142,006


1,113,469,223


1,275,788




Resolution 8A:
To elect Jonathan Asquith as a Director


1,100,632,988


99.69


3,415,446


1,104,048,434


1,527,036




Resolution 8B:
To elect Brian McBride as a Director


1,110,646,558


99.78


2,501,908


1,113,148,466


1,596,545




Resolution 8C:
To elect Cecilia Reyes as a Director 


1,111,006,572


99.80


2,256,569


1,113,263,141


1,481,870




Resolution 9:
To provide limited authority to the Company and its subsidiaries to make political donations and to incur political expenditure


1,087,759,612


98.58


15,724,436


1,103,484,048


2,101,411




Resolution 10:
To authorise the Directors to issue further shares


1,076,662,607


97.50


27,550,849


1,104,213,456


1,362,014




Resolution 11 (Special):
To disapply share pre-emption rights


1,090,867,628


98.88


12,380,043


1,103,247,671


2,327,799




Resolution 12 (Special):
To give authority for the Company to buy back up to 10% of its issued ordinary shares


1,089,097,082


98.64


15,002,235


1,104,099,317


1,477,621




Resolution 13:
To authorise the Directors to allot shares in relation to the issuance of Convertible Bonds


1,090,127,934


98.80


13,276,533


1,103,404,467


2,171,002




Resolution 14 (Special):
To disapply pre-emption rights in respect of allotments of equity securities in relation to the issuance of Convertible Bonds


1,088,212,308


98.67


14,683,057


1,102,895,365


2,680,104




Resolution 15 (Special):
To allow the Company to call general meetings on 14 days' notice


1,037,109,236


93.88


67,563,912


1,104,673,148


902,322




Resolution 16 (Special):
To adopt new articles of association


691,183,286


62.64


412,319,625


1,103,502,911


2,072,559



 
Resolution 16 - To approve and adopt the draft articles of association in the form produced to the meeting
 
The Board recognises the significant percentage of votes cast against this resolution.  The Board believed that the proposed update to the Company's current articles was uncontroversial and appropriate.  One of the proposed changes was to provide the Company with the option to allow for shareholders to join meetings remotely and to convene meetings at which electronic facilities were available for remote participation; this would address the constraints currently in force that prevent gatherings of more than a very few participants.  Feedback suggests it was this element that caused investor concern.  We understand that some shareholders were concerned that the Company could and possibly would use the permission to hold 'virtual' meetings with no shareholders present.
 
The Board recognises the importance of the AGM and values engaging with shareholders, in particular due to the strong retail shareholding in the Company.  The Board has no plans to do away with physical meetings, but believes that allowing shareholders to also participate by electronic means would be in the interests of shareholders and allow engagement with those unable to travel to the meeting.
 
In the coming months, we will engage with institutional shareholders on the concerns raised on this resolution.  In accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM.
 
Other matters
 
As previously announced, we confirm that Martin Gilbert did not seek re-election, and retired from the Board at the conclusion of the meeting.
 
Melanie Gee has stepped down as a member of the Risk & Capital Committee and John Devine has stepped down as a member of the Remuneration Committee with effect from 12 May 2020.
 
The total number of shares in issue at 6pm on Monday 11 May 2020 was 2,282,301,116 ordinary shares of 1361/63 pence each.
 
Votes withheld are not a vote in law and have not been counted in the calculation of the votes for and against each resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.
 
Copies of all resolutions are available for inspection in the AGM Guide previously submitted to the UK Listing Authority's Document Viewing Facility, via the National Storage Mechanism at www.morningstar.co.uk/uk/nsm 
 
In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the FCA's National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
 
The AGM Guide and the voting results are also available on the Standard Life Aberdeen plc website at www.standardlifeaberdeen.com
 
12 May 2020
 
Enquiries:



Group Secretariat
Paul McKenna


 
+44 (0) 131 372 0703*
 














Media Relations
James Thorneley


 
+44 (0) 20 7463 6323*
+44 (0) 7768 556 334
 














Investor Relations
Catherine Nash


 
+44 (0) 207 463 6371*
+44 (0) 7798 518 657



 
 
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LEI: OTMBS544NMO7GLCE7H90
Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
 
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