12 MAY 2021
SAVILLS PLC
('the Company')
ANNUAL GENERAL MEETING - 12 MAY 2021: RESOLUTIONS
The Savills plc Annual General Meeting was held on Wednesday 12 May 2021 at Finsbury Circus House, 15 Finsbury Circus, London EC2M 7EB. All resolutions were passed on a poll
An analysis of the proxy votes lodged against each resolution prior to the AGM is set out below:
Resolution
|
No. of Votes For |
% For |
No. of Votes Against |
% Against |
Total No. of Votes Cast |
Total No. of Votes Withheld/ Abstentions |
Poll Yes/No |
|
1 |
|
116,258,719 |
100.00% |
185 |
0.00% |
116,258,904 |
173,157 |
Yes |
2 |
To approve the Directors' Remuneration Report contained in the Annual Report and Accounts for the financial year ended 31 December 2020 |
86,458,864 |
79.05% |
22,920,316 |
20.95% |
109,379,180 |
7,052,881 |
|
3 |
To declare a final dividend of 17.0p per ordinary share |
116,427,799 |
100.00% |
0 |
0.00% |
116,427,799 |
4,262 |
|
4 |
To re-elect Nicholas Ferguson as a Director |
115,413,693 |
99.14% |
998,106 |
0.86% |
116,411,799 |
20,262 |
Yes |
5 |
To re-elect Mark Ridley as a Director |
111,165,785 |
95.49% |
5,246,014 |
4.51% |
116,411,799 |
20,262 |
Yes |
6 |
To re-elect Tim Freshwater as a Director |
109,705,281 |
94.24% |
6,706,366 |
5.76% |
116,411,647 |
20,414 |
Yes |
7 |
To re-elect Simon Shaw as a Director |
111,748,467 |
95.99% |
4,663,180 |
4.01% |
116,411,647 |
20,414 |
Yes |
8 |
To re-elect Stacey Cartwright as a Director |
109,036,778 |
93.66% |
7,374,869 |
6.34% |
116,411,647 |
20,414 |
Yes |
9 |
To re-elect Florence Tondu-Mélique as a Director |
109,673,848 |
94.21% |
6,737,951 |
5.79% |
116,411,799 |
20,262 |
Yes |
10 |
To re-appoint Dana Roffman as a Director |
109,035,181 |
93.66% |
7,376,466 |
6.34% |
116,411,647 |
20,414 |
Yes |
11 |
To re-appoint Philip Lee as a Director |
116,261,036 |
99.87% |
150,611 |
0.13% |
116,411,647 |
20,414 |
|
12 |
To re-appoint Richard Orders as a Director |
116,259,046 |
99.87% |
152,601 |
0.13% |
116,411,647 |
20,414 |
|
13 |
To appoint Ernst & Young as the Auditors |
116,152,451 |
99.78% |
256,900 |
0.22% |
116,409,351 |
22,710 |
Yes |
14 |
To authorise the Directors to determine the Auditors' remuneration |
116,408,007 |
100.00% |
3,773 |
0.00% |
116,411,780 |
20,281 |
Yes |
15 |
To authorise the extension of the Savills plc Performance Share Plan |
115,428,115 |
99.15% |
985,894 |
0.85% |
116,414,009 |
18,052 |
|
16 |
To renew the Directors' power to allot shares |
110,077,891 |
94.57% |
6,325,330 |
5.43% |
116,403,221 |
28,840 |
Yes |
17 |
To authorise a general disapplication of statutory pre-emption rights # |
115,903,965 |
99.57% |
498,540 |
0.43% |
116,402,505 |
29,556 |
Yes |
18 |
To authorise an additional disapplication of statutory pre-emption rights# |
109,322,994 |
93.92% |
7,079,510 |
6.08% |
116,402,504 |
29,557 |
Yes |
19 |
To renew the Company's authority to purchase its own shares # |
116,199,774 |
99.94% |
65,665 |
0.06% |
116,265,439 |
166,622 |
Yes |
20 |
To authorise the Directors to call general meetings on 14 clear days' notice # |
103,658,926 |
89.04% |
12,756,333 |
10.96% |
116,415,259 |
16,802 |
Yes |
# Passed as a special resolution.
The Board acknowledges the level of votes cast against Resolution 2, the advisory vote on the implementation of the Company's 2020 Remuneration Policy, itself approved by 90% of shareholders at last year's AGM.
In advance of the AGM the Board engaged with both shareholders and proxy advisors in respect of concerns raised on aspects of the Directors' Remuneration Report. The Board understands that shareholders' primary concern was its decision to take into account a wider number of operational and strategic performance metrics than the profit targets set prior to the pandemic. The Board applied discretion to specifically award 21% of the maximum potential profit related bonus element to the Executive Directors to recognise the significant operational and strategic progress in the year, reflected by the impressive market share gains. This decision resulted in total remuneration of the Executive Directors being reduced by 45% year-on-year. Some shareholders also felt that Executive Directors pension provision may not be aligned with the all-employee rate although this is fully aligned with the rates available to colleagues with an equivalent level of service.
The Board is satisfied that its recommendation was made in the best interests of all stakeholders. In light of the voting outcome, and in any event as part of the planned introduction of the new Chair of the Remuneration Committee to our leading shareholders, it will engage with our leading shareholders over the coming months. In accordance with the UK Corporate Governance Code, the Company will publish an update on that engagement within six months of the 2021 AGM
NOTES:
All resolutions were passed
1. Votes 'withheld' have not been included in the calculation of whether a resolution is carried. Percentages have been rounded to two decimal places.
2. Copies of Resolutions 17 to 20 , will be submitted to the National Storage Mechanism and in due course will be available to view at http://data.fca.org.uk/#/nsm/nationalstoragemechanism using Savills plc's code 'SVS'.
3. Details of the votes received on the resolutions are available on the Company's website: http://ir.savills.com/shareholder-information/agm
4. The issued share capital was 143,073,983 ordinary shares of 2.5 pence each and the total number of voting rights in respect of these ordinary shares was 143,073,983 each ordinary share having one vote.