AGM Voting Update

Bodycote plc

AGM Voting Update

11 November 2020

At Bodycote plc’s Annual General Meeting held on 28 May 2020, resolution 11 (the approval of the Annual Report on Remuneration) was supported by a majority of shareholders but received less than 80% support.  The key concern from shareholders who opposed the resolution was in respect of the CEO’s 2020 salary increase.  In particular, determining the CEO’s salary increase by reference to the average increase awarded to the Czech Republic workforce (where he lives and works) resulted in a larger increase compared to the average Group employee salary increases observed across the UK and Western Europe more generally.

Following the AGM, the Committee wrote to Bodycote plc’s largest shareholders and key proxy agencies outlining its proposed approach and invited comments.

The Committee thanks shareholders who provided comments.

The Committee considers the principles of its approach to reviewing Executive Director salaries to be robust.  That is, to consider Executive Director salary increases by reference to the average increases awarded to the wider workforce in the country where the Executive Director lives and works whilst ensuring that any salary increase does not result in an excessive total remuneration opportunity. 

However, the Committee is also mindful of the views of shareholders. Therefore, going forward, the Committee proposes to review Executive Director salary increases by considering the following reference points in the round:

• the average salary increases awarded to the wider workforce in the country in which the Executive Director lives and works; and
• the average salary increases awarded to Group employees across Western Europe, including the UK.

The Committee believes that this approach strikes an appropriate balance between awarding Executive Directors with salary increases which reflect pay practices and salary inflation in countries in which they live and work, and having regard to salary increases awarded to Group employees across Western Europe.

U. Ball, Group Company Secretary, Bodycote plc

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