REG - SSP Group PLC - AGM Update Statement

SSPAnnouncement

22/07/2022 08:00

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RNS Number : 3784T  SSP Group PLC  22 July 2022

 
 
                 LEI: 213800QGNIWTXFMENJ24

 

22 July 2022

SSP Group plc

(the "Company")

 

AGM Update Statement

 In line with Provision 4 of the 2018 UK Corporate Governance Code (the "2018
 Code"), the Board has released this statement to provide an update to
 shareholders on the actions taken following the outcomes of resolutions 2, 13
 and 17 at the 2022 AGM.

 Throughout the year, and ahead of the AGM, the Company engaged extensively
 with its shareholders as well as the proxy voting agencies, to understand
 their views. We will continue to engage regularly with shareholders (including
 on the matters relating to the below resolutions) and continue to consider
 their views in our decision making.

 Resolution 2 - To approve the Directors' Remuneration Report

 Prior to the publication of our 2021 Annual Report, we pro-actively consulted
 with shareholders to discuss the Remuneration Committee's proposed approach to
 determining the bonus outcome for the 2021 financial year. We engaged with
 twenty of our largest shareholders, representing approximately 73% of our
 shareholder base. Eighteen of the twenty shareholders, representing
 approximately 70% of the shareholder base, corresponded with us either via
 calls or in writing.

 The broad sentiment across those with whom we engaged was that they were
 supportive of paying a bonus on the basis of the performance achieved in
 challenging conditions. However, we are aware that some shareholders were not
 supportive of the decision to pay a bonus for 2021 when Covid-related support
 had been received from the UK Government and voted against Resolution 2 for
 this reason. Overall, the Remuneration Committee believes that it acted fairly
 and appropriately, and that the decisions taken in respect of 2021 were in the
 best interests of shareholders.

 The Company, with the support of the Remuneration Committee Chair, will
 continue to actively engage with shareholders and advisory bodies on executive
 remuneration, and will consider any input provided as it makes its decisions
 going forward.

 Resolution 13 - To authorise the Directors to allot shares

 This resolution sought approval for allotment authorities in line with the
 Investment Association's Share Capital Management Guidelines. However, as a
 result of the engagement undertaken following the 2021 AGM, we understand that
 a small number of overseas shareholders have adopted internal voting policies
 which set a lower allotment threshold compared to UK market practice. The
 Company has continued to engage with these shareholders throughout the year
 and in advance of the 2022 AGM and, whilst we recognise that they are unable
 to support an allotment authority at the level sought, this level of allotment
 authority continues to be supported by the majority of our shareholders and is
 in line with prevailing UK market practice. The Board therefore considers this
 level appropriate to retain flexibility for the Company in its capital
 management.

 Resolution 17 - To authorise the Company to call general meetings on 14 days'
 notice

 This resolution sought approval for the Company to call general meetings on 14
 days' notice in line with established market practice. The Company believes
 that it is an important power to continue to seek in future to afford
 flexibility in exceptional and time critical circumstances. As a result of pre
 and post AGM consultation, we understand that the majority of the votes
 against came from a very small number of overseas shareholders with differing
 voting polices. Going forward, the Board will continue to give due
 consideration to notice period lengths, as well as developments in market
 practice in this area.

 In line with the 2018 Code, a final summary of the above matters will be
 included in the 2022 Annual Report.

 CONTACTS:

 Helen Byrne, General Counsel & Company Secretary, SSP Group plc

 Email: Helen.byrne@ssp-intl.com (mailto:Helen.byrne@ssp-intl.com)

 Investor and analyst enquiries

 Sarah John, Corporate Affairs Director, SSP Group plc

 E-mail: sarah.john@ssp-intl.com

 NOTES TO EDITORS

 About SSP

 SSP is a leading operator of food and beverage concessions in travel
 locations, operating restaurants, bars, cafés, food courts, lounges and
 convenience stores in airports, train stations, motorway service stations and
 other leisure locations.  We are present in 35 countries around the world and
 have a portfolio of more than 550 international, national and local
 brands.

 www.foodtravelexperts.com (http://www.foodtravelexperts.com/)

 

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