REG - Braemar PLC - Results of Annual General Meeting

BraemarAnnouncement

06/10/2022 14:15

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RNS Number : 0676C  Braemar PLC  06 October 2022

 

6 October 2022

 

 

BRAEMAR PLC

("Braemar", the "Company" or the "Group")

 

 

Results of Annual General Meeting

 

Braemar Plc (LSE: BMS), a leading international Shipbroker and provider of
expert advice in shipping investment, chartering and risk management services,
is pleased to announce that each of the resolutions proposed at its reconvened
Annual General Meeting (the "AGM") held earlier today were duly passed by
means of a poll vote.

The poll results were as follows:

     Resolution                              Votes For   % For  Votes Against  % Against  Total Votes  % of ISC voted  Votes Withheld
 1   Annual report and financial statements  10,827,437  99.96  3,940          0.04       10,831,377   33.30%          6,403
 2   Directors' Remuneration Report          4,348,717   71.24  1,755,702      28.76      6,104,419    18.77%          1,143,182
 3   Final dividend                          10,834,168  99.99  660            0.01       10,834,828   33.32%          2,952
 18  Rectification of historic dividends     10,812,079  99.97  3,681          0.03       10,815,760   33.26%          22,020

 

In accordance with the 2018 UK Corporate Governance Code, the Board notes that
although Resolution 2 (Approval of the Directors' Remuneration Report ("DRR"))
passed with the requisite majority, it received 20% or more votes against the
Board's recommendation.

The Board considers that the existing DRR is in the best interests of all
stakeholders of the business and that the Remuneration Committee has
discharged its duties properly. Accordingly, the Board will continue to
support the DRR in its present form. In formulating its remuneration policies
and the DRR itself, the Remuneration Committee has taken extensive external
advice and has largely followed that advice. In recommending the DRR, the
Remuneration Committee has, in particular, recognised that senior executive
Board members have important dual responsibilities both as Group executives
and day to day, frontline operators. The Remuneration Committee is
particularly mindful that were these roles to be separated, significant
additional cost to shareholders would be incurred.

The Board further notes that some of the votes against the DRR were cast as a
result of a "vote against" recommendation being received from certain proxy
shareholder companies. Certain of these recommendations have been made on the
basis of the internal opinions of these proxy advisory firms, opinions formed
both without consultation with the Company and which are not aligned with the
Company's governance framework. As a general rule, where such proxy advisory
companies make their recommendations based upon the governance framework that
Braemar is governed by, then the Board takes note of such recommendations and
takes appropriate remedial action. Where, however, such recommendations
reflect the opinions of the proxy advisory firms which are not aligned with
the company's governance framework, then in the absence of any one-to-one
discussion with individual shareholders, the Board does not ordinarily take
any further action.

Following the approval of Resolution 18, the Company has now entered into the
Directors' Deed of Release (as defined in the Notice of Braemar's 2022 Annual
General Meeting), which constituted a smaller related party transaction
pursuant to LR 11.1.10 R. Further details of the Directors' Deed of Release
are set out in the Company's announcement dated 27 July 2022 and the Notice of
Braemar's 2022 Annual General Meeting.

The Board and the Remuneration Committee encourage an open and constructive
dialogue directly with its shareholders and continue to be willing to engage
with any shareholder on any relevant topics should they so wish.

Please note that a vote withheld is not a vote under English law and is not
counted in the calculation of the votes "for" and "against" a resolution.
The total voting rights that members were entitled to exercise at the AGM were
35,522,092.

For further information, contact:

 Braemar Plc
 James Gundy, Group Chief Executive Officer            Tel +44 (0) 20 3142 4100
 Nick Stone, Chief Financial Officer

 Investec Bank plc
 Gary Clarence / Harry Hargreaves / Alice King         Tel +44 (0) 20 7597 5970

 Cenkos Securities plc

 Ben Jeynes / Max Gould (Corporate Finance)            Tel +44 (0) 20 7397 8900

 Alex Pollen / Leif Powis (Sales)

 Buchanan
 Charles Ryland / Stephanie Whitmore / Jack Devoy      Tel +44 (0) 20 7466 5000

 

Notes to Editors:

 

About Braemar Plc

Braemar provides expert advice in shipping investment, chartering, and risk
management to enable its clients to secure sustainable returns and mitigate
risk in the volatile world of shipping. Our experienced brokers work in tandem
with specialist professionals to form teams tailored to our customers' needs,
and provide an integrated service supported by a collaborative culture.

 

Braemar joined the Official List of the London Stock Exchange in November 1997
and trades under the symbol BMS.

For more information, including our investor presentation,
visit www.braemar.com (http://www.braemar.com/) and follow Braemar on
LinkedIn (https://www.linkedin.com/company/braemar-ltd)

 

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