Result of AGM

RNS Number : 6414G

Standard Chartered PLC

08 May 2014

 



RESULT OF AGM

RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING

Thursday 8 May 2014

Standard Chartered PLC (the 'Company') announces the result of voting on the resolutions at its Annual General Meeting ('AGM') held on Thursday 8 May 2014, as set out in the AGM notice.

A poll was held on each of the resolutions and was passed by the required majority. Resolutions 1 to 28 were passed as ordinary resolutions, and resolutions 29 to 33 were passed as special resolutions. Resolution 34 was passed as a non-statutory resolution which required at least two-thirds of the votes cast to be in favour. The results of the poll were as follows:

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Total Votes	% of ISC voted
1. To receive the Company's annual report and accounts for the financial year ended 31 December 2013 together with the reports of the directors and auditors.	448,391,521	99.91	413,925	0.09	3,546,165	448,805,446	73.83
2. To declare a final dividend of 57.20 US cents per ordinary share for the year ended 31 December 2013.	451,104,948	99.98	86,436	0.02	1,160,045	451,191,384	74.22
3. To approve the directors remuneration policy for the year ended 31 December 2013.	266,680,576	59.17	184,008,107	40.83	1,664,073	450,688,683	74.14
4. To approve the annual report on remuneration for the year ended 31 December 2013.	422,353,752	94.59	24,164,622	5.41	5,888,574	446,518,374	73.45
5. To elect Dr K M Campbell who has been appointed as a non-executive director by the Board since the last AGM of the Company.	447,735,923	99.87	583,655	0.13	4,008,489	448,319,578	73.75
6. To elect Mrs C M Hodgson who has been appointed as a non-executive director by the Board since the last AGM of the Company.	420,174,197	93.13	30,988,086	6.87	1,188,930	451,162,283	74.21
7. To elect Mr N Kheraj who has been appointed as a non-executive director by the Board since the last AGM of the Company.	450,882,590	99.94	273,343	0.06	1,188,669	451,155,933	74.21
8. To re-elect Mr O P Bhatt, a non-executive director.	436,198,475	97.18	12,646,931	2.82	3,505,843	448,845,406	73.83
9. To re-elect Mr J S Bindra, an executive director.	348,346,287	99.35	2,289,309	0.65	101,715,809	350,635,596	57.68
10. To re-elect Dr L C Y Cheung, a non-executive director.	415,838,695	92.78	32,383,977	7.22	4,105,200	448,222,672	73.73
11. To re-elect Dr Han Seung-soo KBE, a non-executive director.	450,876,150	99.94	287,998	0.06	1,186,845	451,164,148	74.21
12. To re-elect Mr S J Lowth, a non-executive director.	447,756,787	99.87	564,584	0.13	4,006,611	448,321,371	73.75
13. To re-elect Ms R Markland, a non-executive director.	383,747,887	86.26	61,109,842	13.74	7,444,958	444,857,729	73.18
14. To re-elect Mr J G H Paynter, a non-executive director.	418,999,173	92.87	32,163,857	7.13	1,188,371	451,163,030	74.21
15. To re-elect Sir John Peace, as Chairman.	441,650,661	98.51	6,682,997	1.49	4,017,744	448,333,658	73.75
16. To re-elect Mr A M G Rees, an executive director.	348,345,088	99.35	2,288,893	0.65	101,717,369	350,633,981	57.68
17. To re-elect Mr P A Sands, an executive director.	449,916,942	99.73	1,238,666	0.27	1,195,741	451,155,608	74.21
18. To re-elect Mr V Shankar, an executive director.	348,343,943	99.35	2,290,421	0.65	101,716,946	350,634,364	57.68
19. To re-elect Mr P D Skinner CBE, a non-executive director.	394,067,715	88.58	50,825,113	11.42	7,457,770	444,892,828	73.18
20. To re-elect Dr L H Thunell, a non-executive director.	450,618,006	99.88	529,634	0.12	1,203,728	451,147,640	74.21
21. To disapply the shareholding qualification contained in article 79 of the Company's Articles of Association for Dr K M Campbell.	451,076,225	99.98	71,581	0.02	1,203,271	451,147,806	74.21
22. To re-appoint KPMG Audit Plc as auditor to the Company from the end of the AGM until the end of next year's AGM.	444,208,681	98.46	6,967,552	1.54	1,175,180	451,176,233	74.22
23. To authorise the Board to set the auditor's fees.	447,123,103	99.10	4,061,161	0.90	1,167,426	451,184,264	74.22
24. To authorise the Company and its subsidiaries to make political donations.	438,681,473	97.31	12,135,049	2.69	1,514,708	450,816,522	74.16
25. To authorise the Board to allot shares.	424,617,470	94.21	26,090,046	5.79	1,644,145	450,707,516	74.14
26. To extend the authority to allot shares by such number of shares repurchased by the Company under the authority granted pursuant to resolution 31.	419,680,831	93.02	31,499,695	6.98	1,171,136	451,180,526	74.22
27. To authorise the Board to allot shares and grant rights to subscribe for or to convert any security into shares in relation to any issue of Equity Convertible Additional Tier 1 Securities.	425,457,349	97.08	12,810,564	2.92	13,283,888	438,267,913	72.09
28. To authorise the Board to make an offer to the holders of ordinary shares to elect to receive new ordinary shares in the capital of the Company in lieu of dividends.	451,166,270	99.99	22,535	0.01	1,162,869	451,188,805	74.22
29. To authorise the Board to disapply pre-emption rights in relation to authority granted pursuant to resolution 25.	446,700,908	99.42	2,625,830	0.58	3,024,515	449,326,738	73.91
30. To authorise the Board to disapply pre-emption rights in relation to authority granted pursuant to resolution 27.	422,065,612	93.56	29,054,920	6.44	1,230,865	451,120,532	74.21
31. To authorise the Company to purchase its own ordinary shares.	450,987,979	99.96	199,957	0.04	1,163,382	451,187,936	74.22
32. To authorise the Company to purchase its own preference shares.	450,129,567	99.77	1,055,336	0.23	1,166,507	451,184,903	74.22
33. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	412,760,999	91.50	38,349,277	8.50	1,240,805	451,110,276	74.21
34. To authorise the Board to increase the maximum ratio of variable to fixed remuneration for relevant employees to a ratio not exceeding 2:1.	441,361,419	97.90	9,480,365	2.10	1,502,695	450,841,784	74.16

As at the date of the AGM, the number of issued ordinary shares of the Company was 2,431,661,896 shares, which was the total number of shares entitling the holders to attend and vote for or against all resolutions.  There was no share entitling the holder to attend and abstain from voting in favour of any of the resolutions as set out in rule 13.40 of the Hong Kong Listing Rules. In accordance with the Company's Articles of Association, on a poll every member has one vote for every four shares held, therefore the total number of voting rights was 607,915,474. Votes withheld are not votes in law and have not been counted in the calculation of the proportion of votes 'for' or 'against' a resolution or, for the purposes of resolution 34, the proportion of voting rights in the Company which were voted on the resolution. Proxy appointments which gave discretion to the Chairman have been included in the 'for' total.

There were no restrictions on any shareholders casting votes on any of the resolutions proposed at the AGM, save resolutions 25 and 34. Executive directors of the Company and their associates were required to abstain from resolution 25 which affected a total of 222,570 voting rights.  Those executive directors or other employees who had an interest in the proposed higher ratio of variable to fixed remuneration were not permitted to exercise, directly or indirectly, any voting rights they may have had in respect of resolution 34. Such employees held a total of 564,728 voting rights. The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.

The resolutions put to shareholders at the AGM today have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's National Storage Mechanism, which can be accessed at http://www.hemscott.com/nsm.do.

 

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