Poll results of 2020 Annual General Meeting

RNS Number : 9789N

JTC PLC

26 May 2020

 

26 May 2020

JTC PLC

(the "Company" and together with its subsidiaries "JTC" or the "Group")

Poll results of 2020 Annual General Meeting

JTC is pleased to announce the voting results of the Annual General Meeting of the Company's shareholders held on Tuesday, 26 May 2020 (the "AGM").

All resolutions as set out in the Notice of the AGM were passed with the requisite majority by means of a poll. Resolutions 1 to 13 were each passed as an Ordinary Resolution (requiring a simple majority for them to be passed) and resolutions 14 to 16 were each passed as a Special Resolution (requiring at least a 75% majority for them to be passed).

1. Poll Results

The results of the poll, incorporating proxy votes lodged in advance of the meeting, are set out below:

Resolutions	FOR		AGAINST		TOTAL VOTES CAST	Votes withheld
	No. of votes	%	No. of votes	%	No. of votes	No. of votes
Resolution 1 To receive the annual accounts of the Company for the financial year ended 31 December 2019, together with the reports of the Directors and the Auditor.	94,243,340	95.55	4,392,880	4.45	98,636,220	0
Resolution 2 To approve the Directors' Remuneration Report.	60,606,356	61.97	37,187,632	38.03	97,793,988	842,232
Resolution 3 To approve a final dividend of 3.6 pence per Ordinary Share.	98,636,220	100.00	0	0.00	98,636,220	0
Resolution 4 To re-appoint PricewaterhouseCoopers CI LLP as external auditor of the Company.	98,636,220	100.00	0	0.00	98,636,220	0
Resolution 5 To authorise the Audit Committee to determine the remuneration of the external auditor.	98,636,220	100.00	0	0.00	98,636,220	0
Resolution 6 To re-elect Michael Liston as a Director.	95,579,607	98.73	1,232,035	1.27	96,811,642	1,824,578
Resolution 7 To re-elect Nigel Le Quesne as a Director.	98,636,220	100.00	0	0.00	98,636,220	0
Resolution 8 To re-elect Martin Fotheringham as a Director.	98,636,220	100.00	0	0.00	98,636,220	0
Resolution 9 To re-elect Wendy Holley as a Director.	98,636,220	100.00	0	0.00	98,636,220	0
Resolution 10 To re-elect Dermot Mathias as a Director.	97,404,185	98.75	1,232,035	1.25	98,636,220	0
Resolution 11 To re-elect Michael Gray as a Director.	93,011,305	94.30	5,624,915	5.70	98,636,220	0
Resolution 12 To re-elect Martin Erika Schraner as a Director.	98,636,220	100.00	0	0.00	98,636,220	0
Resolution 13 To authorise the Directors to allot Equity Securities (as defined in the Articles) and to grant rights to subscribe for or to convert any security into Equity Securities subject to certain limitations.	97,895,695	99.25	740,525	0.75	98,636,220	0
Resolution 14* To dis-apply pre-emption rights - general power.	93,424,750	94.72	5,211,470	5.28	98,636,220	0
Resolution 15* To dis-apply pre-emption rights - for the purpose of financing an acquisition or other capital investment	93,424,274	94.72	5,211,946	5.28	98,636,220	0
Resolution 16* To authorise the Company to make market purchases of its own shares and to authorise the Company to hold any such purchased shares as treasury shares.	98,636,220	100.00	0	0.00	98,636,220	0

* Special Resolutions requiring a 75% majority

The Board notes that while Resolution 2 to approve the Directors' Remuneration Report passed with 61.97% of votes in favour a significant number of shareholders opposed this resolution.  We are disappointed by this outcome, particularly as 100% of shareholders voted in favour of the re-election of the CEO, CFO and COO.

The Board is pleased to note however that feedback received to date indicates shareholders have no concerns regarding the level of the Executive Directors' remuneration. JTC is committed to fair and responsible remuneration and, to the extent possible and appropriate, the reward structure and performance evaluation process is similar regardless of seniority, with pay-for-performance against challenging targets and stretching goals for the annual bonus and PSP awards, tied to the Company's business plan and expected behaviours in-line with JTC's culture and values. The Board and the Remuneration Committee are confident that the Executive Directors' incentive goals balance appropriately the tension between the level of challenge essential to motivate superior performance and meet shareholder expectations, and achievability.

When providing feedback regarding their voting intentions / recommendations for the AGM certain shareholders and proxy advisory agencies indicated the reason they did not support the approval of the Directors' Remuneration Report on this occasion was due to a lack of detailed disclosure provided in connection with the Executive Director's objectives and performance measures.

In preparing the Directors' Remuneration Report the Remuneration Committee took into consideration both the advice of specialist consultants and shareholders' feedback with a view to making it easier for all stakeholders to assess and understand each part of the Remuneration Report and Policy, and to explain the thinking and purpose behind the Remuneration Committee's decisions. Previous specific investor feedback raising concerns regarding overly lengthy and unnecessarily detailed remuneration reporting which, in their view, may hinder investors' ability to understand and easily evaluate executive remuneration was reflected in this year's Directors' Remuneration Report. It is recognised however that inevitably there will be differing opinions in this regard and the Remuneration Committee notes the concerns raised by shareholders regarding the level of detailed disclosure in the 2019 Directors' Remuneration Report.

The Remuneration Committee's primary concern is to provide an appropriate level of detailed disclosure to ensure that reporting is not only transparent but meets the needs of all stakeholders. The Remuneration Committee will give further consideration as to how the Executive Director's objectives, performance measures and evaluation process may be more clearly reflected in future reporting.

Both the Remuneration Committee and the Board as a whole recognise the benefits of and welcome the engagement of shareholders on a wide range of topics, including executive compensation and reporting, which may fall outside of the usual financial and strategic conversations. Shareholders and proxy advisory agencies' views will, of course, be taken into account as we further refine our reporting in future and we will continue to engage with shareholders and listen to their views in the coming months.

2. Notes

A 'Vote Withheld' is not a vote in law and has not been counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

The total number of shares on the register at 6 pm on 21 May 2020, being those eligible to be voted on at the AGM, was 122,521,974.

This announcement is made pursuant to the requirements of Listing Rules 9.6.2 and 9.6.18. Copies of the Special Resolutions approved by shareholders will be submitted as soon as practicable to the UK Listing Authority and will shortly be available for inspection via the National Storage Mechanism.

The results will also be made available on the Company's website: http://www.jtcgroup.com/investorrelations/

3.  Final Dividend

The timetable in relation to the final dividend is as follows:

Shares marked as ex-entitlement to dividend	Thursday, 4 June 2020
Record date for entitlement to dividend	5pm on Friday, 5 June 2020
Payment of dividend	Friday, 3 July 2020

Enquiries:

JTC PLC    [phone]

  Miranda Lansdowne

JTC (Jersey) Limited

Company Secretary

[e-mail]

Camarco                                                                      [phone]

Geoffrey Pelham-Lane 

Kimberley Taylor

Monique Perks

About JTC

JTC is an award-winning provider of fund, corporate and private wealth services.

Founded in 1987, we have over 900 people working across our global office network and are trusted to administer assets of more than US$130 billion.

The principle of making all our people owners of the business is fundamental to our culture and aligns us completely with the best interests of our clients and other stakeholders.

www.jtcgroup.com

 

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