Results of voting at Rio Tinto AGMs

RNS Number : 1303E
Rio Tinto PLC
04 May 2017
 

 

Rio Tinto Annual General Meetings

4 May 2017

 

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 12 April 2017 and  

4 May 2017 respectively.

 

Under Rio Tinto's dual listed companies structure established in 1995, decisions on significant matters affecting shareholders of Rio Tinto plc and Rio Tinto Limited in similar ways are taken through a joint electoral procedure. Resolutions 1 to 19 contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 20 to 23 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only and resolution 20 of the Rio Tinto Limited notice of meeting was put to Rio Tinto Limited shareholders only.

 

All resolutions were carried by poll. The results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC and the results of the Rio Tinto Limited polls were as reported by the duly appointed returning officer, a representative of Computershare Investor Services Pty Limited. These results are as set out below. Information on the final proxy position for each company is detailed in Appendix 1, and the votes cast on each resolution as a percentage of the issued capital of each company is set out in Appendix 2.

 

In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the resolutions passed by Rio Tinto plc shareholders, other than ordinary business, have been submitted to the National Storage Mechanism and are available for inspection at http://www.morningstar.co.uk/uk/NSM 

 

The following resolutions, which were put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll at the respective annual general meetings, were subject to the joint electoral procedure and the aggregate results of the joint polls were as follows:                                                                                                                                                                                                                                                                                                                                                                                            

 



For

Against

Withheld /

Abstained ¹

Result

1

Receipt of the 2016 Annual report

1,239,477,785

13,288,213

5,245,517

CARRIED

2

Approval of the Directors' report on Remuneration and Remuneration Committee chairman's letter

1,129,958,024

92,941,663

35,076,929

CARRIED

3

Approval of the Remuneration Report

1,132,204,096

101,328,803

24,441,482

CARRIED

4

Approval of potential termination benefits

1,226,592,667

29,138,285

2,245,979

CARRIED

5

To re-elect Megan Clark as a director

1,253,012,384

3,887,320

1,135,664

CARRIED

6

To elect David Constable as a director

1,070,744,135

3,560,357

183,728,871

CARRIED

7

To re-elect Jan du Plessis as a director

1,221,269,986

29,515,768

7,239,952

CARRIED

8

To re-elect Ann Godbehere as a director

1,245,035,496

11,832,885

1,163,658

CARRIED

9

To elect Simon Henry as a director, effective as of 1 July 2017

1,071,367,517

2,925,531

183,739,004

CARRIED

10

To elect Jean-Sébastien Jacques as a director

1,254,397,011

2,488,954

1,146,349

CARRIED

11

To elect Sam Laidlaw as a director

1,070,828,199

2,062,104

185,142,738

CARRIED

12

To re-elect Michael L'Estrange as a director

1,253,885,077

2,959,827

1,186,925

CARRIED

13

To re-elect Chris Lynch as a director

1,253,384,068

3,518,460

1,131,275

CARRIED

14

To re-elect Paul Tellier as a director

1,246,728,108

9,586,996

1,714,265

CARRIED

15

To re-elect Simon Thompson as a director

1,248,862,846

8,135,723

1,035,005

CARRIED

16

To re-elect John Varley as a director

1,240,061,280

16,430,593

1,541,246

CARRIED

17

Re-appointment of auditors

1,228,410,037

29,056,351

560,666

CARRIED

18

Remuneration of auditors

1,253,589,364

3,807,246

633,494

CARRIED

19

Authority to make political donations

1,246,631,614

10,579,199

816,527

CARRIED

 

¹  In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at Rio Tinto plc's meeting are aggregated with "abstained" votes at Rio Tinto Limited's meeting.  For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.

 

 

 

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 12 April 2017. Resolution 20 was carried as an ordinary resolution and resolutions 21 to 23 as special resolutions. The results of the polls were as follows:

 



For

Against

Withheld

Result

20

General authority to allot shares

915,275,730

101,128,256

2,035,465

CARRIED

21

Disapplication of pre-emption rights

773,128,535

242,117,246

3,187,669

CARRIED

22

Authority to purchase Rio Tinto plc shares

1,003,583,580

14,357,517

495,043

CARRIED

23

Notice period for general meetings other than annual general meetings

965,487,970

52,601,901

346,346

CARRIED

 

 

 

The following resolution was put to Rio Tinto Limited shareholders only and carried at the Rio Tinto Limited meeting held on 4 May 2017 as a special resolution. The result of the poll was as follows:

 



For

Against

Abstained

Result

20

Renewal of off-market and on-market share buy-back authorities

235,806,310

1,321,069

2,469,050

CARRIED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steve Allen

Company Secretary                                

 

 

Tim Paine

Joint Company Secretary

Rio Tinto plc

6 St James's Square

London SW1Y 4AD

United Kingdom

 

T +44 20 7781 2058
Registered in England

No. 719885

Rio Tinto Limited

120 Collins Street

Melbourne 3000

Australia

 

T +61 3 9283 3333

Registered in Australia

ABN 96 004 458 404



 

Appendix 1

 

FINAL PROXY POSITION

 

Shareholders are encouraged to look at the voting figures provided in the main part of this announcement, as proxy figures may not be an accurate indication of the voting at the general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself.

 

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

 

References in this appendix in respect of resolutions 1-19 to an appointment specifying that a proxy abstain on a resolution should, when referring to voting at Rio Tinto plc's annual general meeting, be taken as references to the appointment specifying that the proxy withhold from voting on a resolution.

 

The proxy position for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares in accordance with the DLC structure) on the resolutions put to both Rio Tinto plc and Rio Tinto Limited shareholders under the joint electoral procedure was as follows:

 

 


Rio Tinto plc

Rio Tinto Limited

1. Receipt of the 2016 Annual report



Total number of proxy votes exercisable by all proxies validly appointed:

1,018,160,230

234,485,796

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,004,026,553

231,216,756

(ii)    was to vote against the resolution

13,189,190

98,396

(iii)   was to abstain on the resolution

251,367

4,993,699

(iv)   may vote at the proxy's discretion

944,487

3,170,644

2. Approval of the Directors' report on Remuneration and Remuneration Committee chairman's letter


Total number of proxy votes exercisable by all proxies validly appointed:

985,788,616

236,997,221

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

919,468,506

206,786,971

(ii)    was to vote against the resolution

65,395,616

27,090,188

(iii)   was to abstain on the resolution

32,625,440

2,449,511

(iv)   may vote at the proxy's discretion

924,494

3,120,062

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS


Rio Tinto plc

Rio Tinto Limited

3. Approval of the Remuneration Report



Total number of proxy votes exercisable by all proxies validly appointed:

995,872,922

237,547,716

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

921,721,102

206,712,910

(ii)    was to vote against the resolution

73,158,796

27,711,749

(iii)   was to abstain on the resolution

22,539,498

1,899,015

(iv)   may vote at the proxy's discretion

993,024

3,123,057

4. Approval of potential termination benefits



Total number of proxy votes exercisable by all proxies validly appointed:

1,016,964,537

238,656,671

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

990,157,245

232,283,514

(ii)    was to vote against the resolution

25,836,769

3,265,615

(iii)   was to abstain on the resolution

1,450,443

791,456

(iv)   may vote at the proxy's discretion

970,523

3,107,542

5. To re-elect Megan Clark as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,017,608,606

239,173,478

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,013,426,974

235,343,013

(ii)    was to vote against the resolution

3,223,634

651,352

(iii)   was to abstain on the resolution

805,542

326,102

(iv)   may vote at the proxy's discretion

957,998

3,179,113

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS


Rio Tinto plc

Rio Tinto Limited

6. To elect David Constable as a director



Total number of proxy votes exercisable by all proxies validly appointed:

835,051,958

239,136,948

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

831,260,291

235,233,647

(ii)    was to vote against the resolution

2,834,777

720,478

(iii)   was to abstain on the resolution

183,362,219

362,632

(iv)   may vote at the proxy's discretion

956,890

3,182,823

7. To re-elect Jan du Plessis as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,011,822,475

238,855,146

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

984,616,552

232,853,516

(ii)    was to vote against the resolution

26,256,717

2,830,136

(iii)   was to abstain on the resolution

6,591,910

644,289

(iv)   may vote at the proxy's discretion

949,206

3,171,494

8. To re-elect Ann Godbehere as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,017,596,709

239,157,620

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,006,703,125

234,131,998

(ii)    was to vote against the resolution

9,952,559

1,867,327

(iii)   was to abstain on the resolution

817,679

341,959

(iv)   may vote at the proxy's discretion

941,025

3,158,295

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS


Rio Tinto plc

Rio Tinto Limited

9. To elect Simon Henry as a director, effective as of 1 July 2017



Total number of proxy votes exercisable by all proxies validly appointed:

835,045,221

239,132,211

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

831,884,957

235,244,979

(ii)    was to vote against the resolution

2,217,165

700,757

(iii)   was to abstain on the resolution

183,367,736

367,278

(iv)   may vote at the proxy's discretion

943,099

3,186,475

10. To elect Jean-Sébastien Jacques as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,017,605,445

239,163,236

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,014,550,463

235,581,837

(ii)    was to vote against the resolution

2,099,478

385,957

(iii)   was to abstain on the resolution

807,184

336,343

(iv)   may vote at the proxy's discretion

955,504

3,195,442

11. To elect Sam Laidlaw as a director



Total number of proxy votes exercisable by all proxies validly appointed:

833,638,687

239,136,000

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

831,789,011

234,769,861

(ii)    was to vote against the resolution

895,395

1,161,129

(iii)   was to abstain on the resolution

184,775,703

363,045

(iv)   may vote at the proxy's discretion

954,281

3,205,010

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS


Rio Tinto plc

Rio Tinto Limited

12. To re-elect Michael L'Estrange as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,017,601,325

239,128,926

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,014,512,648

235,113,234

(ii)    was to vote against the resolution

2,139,428

813,630

(iii)   was to abstain on the resolution

812,852

370,654

(iv)   may vote at the proxy's discretion

949,249

3,202,062

13. To re-elect Chris Lynch as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,017,625,482

239,159,546

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,013,945,709

235,134,984

(ii)    was to vote against the resolution

2,703,822

808,357

(iii)   was to abstain on the resolution

787,223

340,032

(iv)   may vote at the proxy's discretion

975,951

3,216,205

14. To re-elect Paul Tellier as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,017,060,309

239,140,743

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,008,571,836

234,285,495

(ii)    was to vote against the resolution

7,517,542

1,647,960

(iii)   was to abstain on the resolution

1,351,409

358,836

(iv)   may vote at the proxy's discretion

970,931

3,207,288

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS


Rio Tinto plc

Rio Tinto Limited

15. To re-elect Simon Thompson as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,017,734,503

239,148,480

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,012,909,201

231,647,864

(ii)    was to vote against the resolution

3,850,845

4,281,783

(iii)   was to abstain on the resolution

679,886

351,099

(iv)   may vote at the proxy's discretion

974,457

3,218,833

16. To re-elect John Varley as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,017,221,267

239,152,480

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,003,612,680

232,573,986

(ii)    was to vote against the resolution

12,641,940

3,365,557

(iii)   was to abstain on the resolution

1,192,667

347,099

(iv)   may vote at the proxy's discretion

966,647

3,212,937

17. Re-appointment of auditors



Total number of proxy votes exercisable by all proxies validly appointed:

1,018,168,820

239,180,876

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

991,490,623

233,044,319

(ii)    was to vote against the resolution

25,734,611

2,901,981

(iii)   was to abstain on the resolution

240,533

318,380

(iv)   may vote at the proxy's discretion

943,586

3,234,576

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS


Rio Tinto plc

Rio Tinto Limited

18. Remuneration of auditors



Total number of proxy votes exercisable by all proxies validly appointed:

1,018,158,449

239,125,641

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,014,598,930

234,721,337

(ii)    was to vote against the resolution

2,606,460

1,193,085

(iii)   was to abstain on the resolution

255,861

372,109

(iv)   may vote at the proxy's discretion

953,059

3,211,219

19. Authority to make political donations



Total number of proxy votes exercisable by all proxies validly appointed:

1,017,905,059

239,189,692

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,009,751,560

232,748,157

(ii)    was to vote against the resolution

7,198,237

3,319,802

(iii)   was to abstain on the resolution

506,243

309,434

(iv)   may vote at the proxy's discretion

955,262

3,121,733

 

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 12 APRIL 2017


Rio Tinto plc


20. General authority to allot shares



Total number of proxy votes exercisable by all proxies validly appointed:

1,016,382,262


Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

914,308,462


(ii)    was to vote against the resolution

101,113,807


(iii)   was to abstain on the resolution

2,035,434


(iv)   may vote at the proxy's discretion

959,993


PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 12 APRIL 2017


Rio Tinto plc


21. Disapplication of pre-emption rights



Total number of proxy votes exercisable by all proxies validly appointed:

1,015,226,754


Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

772,168,042


(ii)    was to vote against the resolution

242,101,354


(iii)   was to abstain on the resolution

3,187,636


(iv)   may vote at the proxy's discretion

957,358


22. Authority to purchase Rio Tinto plc shares



Total number of proxy votes exercisable by all proxies validly appointed:

1,017,919,363


Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,003,055,696


(ii)    was to vote against the resolution

13,927,315


(iii)   was to abstain on the resolution

495,022


(iv)   may vote at the proxy's discretion

936,352


23. Notice period for general meetings other than annual general meetings



Total number of proxy votes exercisable by all proxies validly appointed:

1,018,068,049


Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

964,939,570


(ii)    was to vote against the resolution

52,183,038


(iii)   was to abstain on the resolution

346,337


(iv)   may vote at the proxy's discretion

945,441


 

 

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 4 MAY 2017

 



Rio Tinto Limited

20 Renewal of off-market and on-market share buy-back authorities



Total number of proxy votes exercisable by all proxies

validly appointed:


237,029,826

Total number of proxy votes in respect of which the

appointments specified that the proxy:



(i)     was to vote for the resolution


232,539,423

(ii)    was to vote against the resolution


1,300,365

(iii)   was to abstain on the resolution


2,468,011

(iv)   may vote at the proxy's discretion


3,190,038

 

 

 


Appendix 2

 

VOTES CAST AS A PERCENTAGE OF ISSUED CAPITAL

 

For the purposes of section 341 of the UK Companies Act 2006 (as amended by The Companies (Shareholders' Rights) Regulations 2009) and in respect of Rio Tinto plc, the votes validly cast are expressed as a percentage of Rio Tinto plc's total issued share capital as at 6pm on 10 April 2017.

 

In respect of Rio Tinto Limited, the votes validly cast are expressed as a percentage of Rio Tinto Limited's issued capital as at 7pm on 2 May 2017. 

 

It should be noted that "withheld" votes at Rio Tinto plc's meeting and "abstained" votes at Rio Tinto Limited's meeting are not included in the calculation of the proportion of total votes cast on each resolution. For UK Law purposes, a vote "withheld' is not a vote in law.

 



Rio Tinto plc votes cast as a percentage of Rio Tinto plc's issued capital

 

Rio Tinto Limited votes cast as a percentage of Rio Tinto Limited's issued capital

 

Joint Decision Matters



1

Receipt of the 2016 Annual report

74.12%

55.30%

2

Approval of the Directors' report on Remuneration and Remuneration Committee chairman's letter

71.77%

55.89%

3

Approval of the Remuneration Report

72.50%

56.02%

4

Approval of potential termination benefits

74.04%

56.28%

5

To re-elect Megan Clark as a director

74.08%

56.41%

6

To elect David Constable as a director

60.79%

56.40%

7

To re-elect Jan du Plessis as a director

73.66%

56.33%

8

To re-elect Ann Godbehere as a director

74.08%

56.40%

9

To elect Simon Henry as a director, effective as of 1 July 2017

60.79%

56.40%

10

To elect Jean-Sébastien Jacques as a director

74.08%

56.40%

11

To elect Sam Laidlaw as a director

60.69%

56.40%

12

To re-elect Michael L'Estrange as a director

74.08%

56.40%

13

To re-elect Chris Lynch as a director

74.08%

56.40%

14

To re-elect Paul Tellier as a director

74.04%

56.40%

15

To re-elect Simon Thompson as a director

74.09%

56.40%

16

To re-elect John Varley as a director

74.06%

56.40%

17

Re-appointment of auditors

74.12%

56.41%

18

Remuneration of auditors

74.12%

56.39%

19

Authority to make political donations

74.10%

56.41%

Rio Tinto plc only matters



20

General authority to allot shares

73.99%


21

Disapplication of pre-emption rights

73.91%


22

Authority to purchase Rio Tinto plc shares

74.11%


23

Notice period for general meetings other than annual general meetings

74.12%


 

Rio Tinto Limited only matters



20

Renewal of off-market and on-market share buy-back authorities

55.90%

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
RAGLIFSSEAISIID

Companies

Rio Tinto (RIO)
UK 100

Latest directors dealings