TIDMCRST
RNS Number : 6427I
Crest Nicholson Holdings PLC
22 March 2018
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OR ANY JURISDICTION IN WHICH SUCH
PUBLICATION RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
22 March 2018
Crest Nicholson Holdings plc
(the "Company")
RESULTS OF ANNUAL GENERAL MEETING
The Company advises that all of the resolutions were considered
and voted upon by the shareholders by poll at the Annual General
Meeting held today.
The full text of each resolution was included in the Notice of
Meeting circulated to shareholders on 12 February 2018. The results
of the poll incorporating proxy votes lodged in advance of the
meeting are set out below.
Votes Votes Total % of issued Votes
Resolution For Against Votes Share Capital Withheld*
voted
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
RECEIVE
REPORT &
1 ACCOUNTS 193,826,321 3,060 193,829,381 75.47% 32,210
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
DECLARATION
OF FINAL
2 DIVIDEND 193,860,996 595 193,861,591 75.48% 0
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
RE-ELECT
STEPHEN
3 STONE 139,052,246 36,421,666 175,473,912 68.32% 18,387,678
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
RE-ELECT
PATRICK
4 BERGIN 192,385,967 1,472,516 193,858,483 75.48% 3,108
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
RE-ELECT
5 ROBERT ALLEN 192,228,895 1,630,718 193,859,613 75.48% 1,978
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
RE-ELECT
6 CHRIS TINKER 192,407,233 1,452,380 193,859,613 75.48% 1,978
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
RE-ELECT
7 SHARON FLOOD 193,259,364 599,897 193,859,261 75.48% 2,330
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
ELECT OCTAVIA
8 MORLEY 193,503,007 356,254 193,859,261 75.48% 2,330
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
ELECT LESLIE
9 VAN DE WALLE 193,254,546 603,465 193,858,011 75.48% 3,580
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
ELECT LOUISE
10 HARDY 193,798,533 59,478 193,858,011 75.48% 3,580
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
RE-APPOINT
11 AUDITORS 193,737,010 122,977 193,859,987 75.48% 1,604
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
AUTHORISE
AUDIT &
RISK
COMMITTEE
TO DETERMINE
AUDITOR'S
12 REMUNERATION 193,518,648 341,339 193,859,987 75.48% 1,604
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
APPROVE
DIRECTORS'
REMUNERATION
13 REPORT 190,799,200 3,047,621 193,846,821 75.47% 14,769
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
AUTHORITY
TO ALLOT
14 SHARES 193,755,781 98,446 193,854,227 75.48% 7,364
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
DISAPPLY
PRE-EMPTION
15 RIGHTS ** 193,681,050 171,743 193,852,793 75.47% 8,798
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
PURCHASE
OWN SHARES
16 ** 192,228,116 1,328,082 193,556,198 75.36% 305,392
------- ------------------ ---------------- --------------- ---------------- ------------------- ---------------
* A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes for or against a
resolution.
** Special resolution
No other resolutions were put to the meeting.
Copies of the resolutions passed, other than resolutions
concerning ordinary business, will be submitted to the UK Listing
Authority via the National Storage Mechanism and will be available
in due course for inspection at
http://www.morningstar.co.uk/uk/NSM
The Company is pleased with the overwhelming support it has
received for almost all of its AGM resolutions.
With respect to resolution 3, the appointment of Stephen Stone
as Executive Chairman, we are pleased with the level of support
this has received of 79.2%, although we recognise that 9.5% of
shareholders withheld their votes.
Ahead of our AGM the Company held extensive discussions with
shareholders and received a wide range of feedback. In general a
large proportion of shareholders recognised the value of retaining
Stephen Stone's knowledge and expertise for a further period, but
some did not believe this should be as Chairman or for as long as
three years.
The Company has always recognised that having a role of
Executive Chair was unlikely to be universally accepted by
shareholders. However, the Board believes that this remains in the
best interests of the Company. A majority of shareholders,
including those consulted in late 2017 and early 2018, agreed with
the Board that this is one of the rare situations where the CEO
moving to the role of Chairman is appropriate.
As set out in our AGM notice, a number of additional safeguards
have been put in place, including the appointment of Leslie Van de
Walle as Deputy Chairman, very clear operational and geographic
arrangements separating the roles of Executive Chairman and CEO and
recruiting an additional independent non-executive director, taking
the Board beyond the minimum requirements of the Corporate
Governance Code. We are disappointed that over 20% of shareholders
were not supportive, and over 9% withheld their votes given our
extensive engagement and the additional measures we have put in
place. However, the Board is confident that there will be the
necessary separation between the Chairman and CEO and, supported by
the additional safeguards, will be a healthy feature for the
Company for the relatively short period of the appointment.
During 2018 we will continue our dialogue with shareholders.
There will also be an externally facilitated Board Evaluation, led
by Leslie Van de Walle, which will include a focus on the
effectiveness of the Chairman and CEO roles. The Board will
continue to review the appropriateness of the arrangements and the
length of Mr Stone's appointment as Chairman throughout the year
and welcomes the views of shareholders.
We thank all those shareholders who have taken the time to
engage with us over the course of the last year.
For further information:
Crest Nicholson Holdings plc
Kevin Maguire
Company Secretary
+44 (0) 1932 580555
Finsbury
Faeth Birch
Philip Walters
+44 (0) 20 7251 3801
This information is provided by RNS
The company news service from the London Stock Exchange
END
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