Result of AGM

RNS Number : 3662K

Standard Chartered PLC

04 May 2022

 

RESULT OF AGM

RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING

Wednesday 04 May 2022

Standard Chartered PLC (the 'Company') announces the result of voting on the resolutions at its Annual General Meeting ('AGM') held on Wednesday 4 May 2022, as set out in the Notice of AGM.

A poll was held on each of the resolutions and was passed by the required majority, except for the shareholder requisition resolution 32 which was not recommended by the Board and did not pass. Resolutions 1 to 24 (inclusive) and resolution 31, were passed as ordinary resolutions. Resolutions 25 to 30 (inclusive) were passed as special resolutions. In line with the Board's recommendation, resolution 32 was not passed as a special resolution. 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 for the financial year ended 31 December 2021 together with the reports of the directors and auditors.	606,280,740	99.73	1,627,734	0.27	4,322,692	607,908,474	81.30%
2. To declare a final dividend of US$0.09 per ordinary share for the year ended 31 December 2021.	612,159,960	100.00	9,068	0.00	62,139	612,169,028	81.87%
3. To approve the annual report on remuneration contained in the Directors' Remuneration Report for the year ended 31 December 2021, excluding the directors' remuneration policy.	408,109,378	73.24	149,094,072	26.76	55,027,858	557,203,450	74.51%
4. To approve the directors' remuneration policy contained in the Directors' Remuneration Report for the year ended 31 December 2021.	404,531,068	68.81	183,344,607	31.19	24,340,637	587,875,675	78.62%
5. To elect Shirish Apte, an independent non-executive director, effective from 4 May 2022.	610,936,191	99.81	1,132,334	0.19	162,744	612,068,525	81.85%
6. To elect Robin Lawther, CBE, an independent non-executive director, effective from 1 July 2022.	612,023,920	99.99	54,444	0.01	152,905	612,078,364	81.85%
7. To re-elect David Conner, an independent non-executive director.	605,837,167	98.98	6,243,026	1.02	151,074	612,080,193	81.85%
8. To re-elect Dr Byron Grote, an independent non-executive director.	603,646,454	98.62	8,439,773	1.38	145,035	612,086,227	81.85%
9. To re-elect Andy Halford, an executive director.	610,496,701	99.74	1,585,478	0.26	149,088	612,082,179	81.85%
10. To re-elect Christine Hodgson, CBE, an independent non-executive director.	592,933,298	96.87	19,146,608	3.13	151,355	612,079,906	81.85%
11. To re-elect Gay Huey Evans, CBE, an independent non-executive director.	610,116,372	99.68	1,971,288	0.32	143,606	612,087,660	81.85%
12.   To re-elect Maria Ramos, an independent non-executive director.	609,959,022	99.65	2,118,503	0.35	153,743	612,077,525	81.85%
13.  To re-elect Phil Rivett, an independent non-executive director.	599,428,494	97.93	12,651,576	2.07	151,190	612,080,070	81.85%
14.  To re-elect David Tang, an independent non-executive director.	610,421,227	99.73	1,657,124	0.27	152,918	612,078,351	81.85%
15.   To re-elect Carlson Tong, an independent non-executive director.	610,425,875	99.73	1,652,267	0.27	153,126	612,078,142	81.85%
16. To re-elect Dr José Viñals, as Group Chairman.	594,522,437	97.13	17,555,805	2.87	153,014	612,078,242	81.85%
17. To re-elect Jasmine Whitbread, an independent non-executive director.	523,508,194	85.53	88,569,967	14.47	153,093	612,078,161	81.85%
18. To re-elect Bill Winters, an executive director.	610,779,508	99.80	1,218,751	0.20	233,010	611,998,259	81.84%
19. To re-appoint Ernst & Young LLP as auditor to the Company from the end of the AGM until the end of next year's AGM.	608,735,874	99.44	3,422,294	0.56	72,494	612,158,168	81.86%
20. To authorise the Audit Committee, acting for and on behalf of the Board, to set the remuneration of the auditor.	611,867,448	99.95	293,391	0.05	70,203	612,160,839	81.86%
21. To authorise the Company and its subsidiaries to make political donations and incur political expenditure within the limits prescribed in the resolution.	606,302,899	99.05	5,827,056	0.95	101,043	612,129,955	81.86%
22. To authorise the Board to allot ordinary shares.	590,033,002	96.45	21,686,600	3.55	511,652	611,719,602	81.80%
23. To extend the authority to allot ordinary shares granted pursuant to resolution 22 by such number of shares repurchased by the Company under the authority granted pursuant to resolution 28.	599,367,089	98.16	11,206,950	1.84	1,656,943	610,574,039	81.65%
24. To authorise the Board to allot shares and grant rights to subscribe for or to convert any security into shares in relation to any issues by the Company of Equity Convertible Additional Tier 1 Securities.	605,814,126	99.22	4,749,681	0.78	1,667,228	610,563,807	81.65%
25. To authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 22.	608,318,987	99.64	2,186,815	0.36	1,725,236	610,505,802	81.64%
26. In addition to the authority granted pursuant to resolution 25, to authorise the Board to disapply pre-emption rights in relation to the authority granted pursuant to resolution 22 for the purposes of acquisitions and other capital investments.	597,150,054	97.81	13,357,829	2.19	1,723,154	610,507,883	81.64%
27. In addition to the authorities granted pursuant to resolutions 25 and 26, to authorise the Board to disapply pre-emption rights in relation to the authority granted, in respect of Equity Convertible Additional Tier 1 Securities, pursuant to resolution 24.	603,885,524	98.91	6,637,169	1.09	1,708,341	610,522,693	81.64%
28. To authorise the Company to make market purchases of its own ordinary shares.	607,169,647	99.22	4,788,747	0.78	272,644	611,958,394	81.84%
29. To authorise the Company to make market purchases of its own preference shares.	610,592,477	99.78	1,355,185	0.22	283,377	611,947,662	81.84%
30. To enable the Company to call a general meeting other than an Annual General Meeting on no less than 14 clear days' notice.	583,522,435	95.32	28,628,875	4.68	77,776	612,151,310	81.86%
31. To endorse the Company's net zero by 2050 pathway, as published on 28 October 2021, noting it may be amended from time to time.	507,482,625	83.02	103,829,977	16.98	918,432	611,312,602	81.75%
32. To authorise the Board, as directed by a group of Shareholders, to implement a revised net-zero strategy and mandate annually reporting under that strategy, pursuant to resolution 32 of the Notice of AGM.	71,801,346	11.77	538,199,937	88.23	2,229,485	610,001,283	81.58%

As at the date of the AGM, the number of issued ordinary shares of the Company was 2,991,112,282 which was the total number of shares entitling the holders to attend and vote for or against all resolutions. In accordance with Rule 13.39(5A) of the Hong Kong Listing Rules, all Directors attended the AGM.  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 747,778,070 . 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. Proxy appointments which gave discretion to the Chairman have been included in the 'for' total for resolutions 1 to 31 and in the 'against' total for resolution 32.

There were no restrictions on any shareholders casting votes on any of the resolutions proposed at the AGM, save resolution 22. Directors (excluding independent non-executive directors) and their respective associates were required to abstain, and have abstained, from resolution 22 which affected a total of 821,081 voting rights. The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.

Resolutions 3 and 4

In relation to Resolution 3, to approve the annual report on directors' remuneration contained in the Directors' Remuneration Report for the year ended 31 December 2021, and Resolution 4, to approve the new directors' remuneration policy contained in the Directors' Remuneration Report for the year ended 31 December 2021, the Board welcomes the majority support for the resolutions. However, we recognise that there were a number of votes opposing the resolutions.

The new remuneration policy was developed following extensive consultation by the Remuneration Committee with major shareholders and proxy advisors. Their feedback was considered carefully by the Remuneration Committee. Whilst the majority of institutional shareholders expressed their support during the consultation process, we were aware that certain shareholders were not supportive of all aspects of the new policy. Taking all factors into account, we put forward a policy we believe is responsible, and is in the long-term interests of the Company and its shareholders.

The views of all shareholders are important to us, and we acknowledge that concerns have been raised by some shareholders on the 2021 report and specific areas of the proposed policy. We will continue to engage with shareholders on these important issues in the forthcoming months and will publish an update on that engagement within six months of the AGM.

Copies of resolutions put to shareholders at the AGM today will be submitted to the Financial Conduct Authority, and will shortly be available for inspection at the Financial Conduct Authority's National Storage Mechanism, which can be accessed at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information, please contact:
 

Shaun Gamble
Director, Group Media Relations
1 Basinghall Avenue
London
EC2V 5DD
[phone]

 

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