REG - Chesnara PLC - Update on AGM Voting

ChesnaraAnnouncement

15/11/2023 07:00

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RNS Number : 4553T  Chesnara PLC  15 November 2023

 LEI Number: 213800VFRMBRTSZ3SJ06

 

15(th) November 2023

 

CHESNARA plc
("Chesnara", the "Company" or the "Group")

 

RESPONSE TO VOTING RESULTS AT 2023 ANNUAL GENERAL MEETING

 

In accordance with Provision-4 of the UK Corporate Governance Code, Chesnara
(CSN.L), the European life insurance consolidator, today provides an update to
our statement of 16(th) May 2023 regarding the result of the poll vote at the
2023 Annual General Meeting ("AGM") on Resolution-2 to approve the Directors'
Remuneration Report.

 

Resolution-2 passed with 72.66% of votes in favour. Since the AGM, the
Remuneration Committee has engaged with the Company's major shareholders and
proxy agencies to help understand the reasons for votes cast against
Resolution-2. Three areas have been identified, which are in line with those
raised by proxy investor bodies in their respective reports published just in
advance of the 2023 AGM. We set them out below, alongside the proposed
response to each.

 

 

LTIP to be Based One Third on Surplus Emergence

 

One area of feedback related to the use of cash generation metrics in both the
Short Term Incentive Scheme ("STIS") and Long Term Incentive Plan ("LTIP"). In
response to this, for LTIP awards granted in FY24, the Commercial Cash
Generation metric will be replaced by a new Surplus Emergence metric. The
existing relative TSR and Economic Value growth metrics will be retained. Each
metric will be weighted one third of the assessment in line with the current
approach.

 

Surplus Emergence will be one of the Group's KPIs and will be consistent with
the definition used for reporting elsewhere in the annual report and the
Company's other trading updates. It represents the operational surplus that
has been generated in the period, largely a function of the movement in the
solvency position of the insurance subsidiaries within the Group and takes
account of the buffers that management has set to hold over and above the
solvency requirements imposed locally by our regulators.

 

 

All LTIP Performance Targets to be Disclosed Prospectively

 

Shareholders expressed a preference for LTIP performance targets to be
disclosed prospectively, in line with the approach the Company has always
taken for the relative TSR metric. The Company acknowledges that this is
increasingly common practice and going forward will disclose threshold targets
prospectively going forwards, commencing with the targets for the LTIP awards
to be granted in 2024.

 

 

Assessment of the Company's M&A Activity Within the Strategic Scorecard of
the STIS

 

For 2024, the Remuneration Committee is proposing to make a small modification
to the performance measures to be included in the STIS. The Strategic
Scorecard (30% weighting) will be replaced by an ESG metric (5% weighting) and
a Strategic Activity Scorecard (25% weighting) which focuses on the assessment
of value-enhancing strategic activities including M&A, management actions,
operational programme delivery and pipeline development. The weightings within
the Strategic Activity Scorecard will vary year-to-year to reflect the
relative priorities for the Company.

 

This means the assessment of M&A activity for the FY24 STIS will be
entirely contained within the Strategic Activity Scorecard with no discretion
applied. Full details of the assessment of the Strategic Activity Scorecard
will be included in the Directors' Remuneration Report each year.

 

 

 

 

 

The Remuneration Committee would like to thank the major shareholders who have
engaged in the consultation exercise since the AGM and believes that the
proposed changes address the key issues raised. In accordance with the
Corporate Governance Code, a final summary will be provided in the Company's
2023 Annual Report.

 

 

 

For further information, please contact:

 

Investor Enquiries

Sam Perowne

Head of Strategic Development & Investor Relations

Chesnara plc

E - sam.perowne@chesnara.co.uk (mailto:sam.perowne@chesnara.co.uk)

 

Media Enquiries

Roddy Watt

Director, Capital Markets

FWD

T - 020 7280 0651 / 07714 770 493

E - roddy.watt@fwdconsulting.co.uk (mailto:roddy.watt@fwdconsulting.co.uk)

 

 

Notes to Editors

Chesnara (CSN.L) is a European life and pensions consolidator listed on the
London Stock Exchange.  It administers approximately one million policies and
operates as Countrywide Assured and CASLP in the UK, as The Waard Group and
Scildon in the Netherlands and as Movestic in Sweden.

 

Following a three-pillar strategy, Chesnara's primary responsibility is the
efficient administration of its customers' life and savings policies, ensuring
good customer outcomes and providing a secure and compliant environment to
protect policyholder interests. It also adds value by writing profitable new
business in Sweden and the Netherlands and by undertaking value-adding
acquisitions of either companies or portfolios.

 

Consistent delivery of the Company strategy has enabled Chesnara to increase
its dividend for 18 years in succession.

 

Further details are available on the Company's website (www.chesnara.co.uk
(http://www.chesnara.co.uk/) ).

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