TIDMJTC
RNS Number : 9789N
JTC PLC
26 May 2020
26 May 2020
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the
"Group")
Poll results of 2020 Annual General Meeting
JTC is pleased to announce the voting results of the Annual
General Meeting of the Company's shareholders held on Tuesday, 26
May 2020 (the "AGM").
All resolutions as set out in the Notice of the AGM were passed
with the requisite majority by means of a poll. Resolutions 1 to 13
were each passed as an Ordinary Resolution (requiring a simple
majority for them to be passed) and resolutions 14 to 16 were each
passed as a Special Resolution (requiring at least a 75% majority
for them to be passed).
1. Poll Results
The results of the poll, incorporating proxy votes lodged in
advance of the meeting, are set out below:
FOR AGAINST Votes
TOTAL VOTES withheld
CAST
No. of % No. of % No. of No. of
Resolutions votes votes votes votes
----------- ------- ----------- ------ -------------- ----------
Resolution 1
To receive the annual
accounts of the Company
for the financial
year ended 31 December
2019, together with
the reports of the
Directors and the
Auditor. 94,243,340 95.55 4,392,880 4.45 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 2
To approve the Directors'
Remuneration Report. 60,606,356 61.97 37,187,632 38.03 97,793,988 842,232
----------- ------- ----------- ------ -------------- ----------
Resolution 3
To approve a final
dividend of 3.6 pence
per Ordinary Share. 98,636,220 100.00 0 0.00 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 4
To re-appoint PricewaterhouseCoopers
CI LLP as external
auditor of the Company. 98,636,220 100.00 0 0.00 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 5
To authorise the Audit
Committee to determine
the remuneration of
the external auditor. 98,636,220 100.00 0 0.00 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 6
To re-elect Michael
Liston as a Director. 95,579,607 98.73 1,232,035 1.27 96,811,642 1,824,578
----------- ------- ----------- ------ -------------- ----------
Resolution 7
To re-elect Nigel
Le Quesne as a Director. 98,636,220 100.00 0 0.00 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 8
To re-elect Martin
Fotheringham as a
Director. 98,636,220 100.00 0 0.00 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 9
To re-elect Wendy
Holley as a Director. 98,636,220 100.00 0 0.00 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 10
To re-elect Dermot
Mathias as a Director. 97,404,185 98.75 1,232,035 1.25 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 11
To re-elect Michael
Gray as a Director. 93,011,305 94.30 5,624,915 5.70 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 12
To re-elect Martin
Erika Schraner as
a Director. 98,636,220 100.00 0 0.00 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 13
To authorise the Directors
to allot Equity Securities
(as defined in the
Articles) and to grant
rights to subscribe
for or to convert
any security into
Equity Securities
subject to certain
limitations. 97,895,695 99.25 740,525 0.75 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 14*
To dis-apply pre-emption
rights - general power. 93,424,750 94.72 5,211,470 5.28 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 15*
To dis-apply pre-emption
rights - for the purpose
of financing an acquisition
or other capital investment 93,424,274 94.72 5,211,946 5.28 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
Resolution 16*
To authorise the Company
to make market purchases
of its own shares
and to authorise the
Company to hold any
such purchased shares
as treasury shares. 98,636,220 100.00 0 0.00 98,636,220 0
----------- ------- ----------- ------ -------------- ----------
* Special Resolutions requiring a 75% majority
The Board notes that while Resolution 2 to approve the
Directors' Remuneration Report passed with 61.97% of votes in
favour a significant number of shareholders opposed this
resolution. We are disappointed by this outcome, particularly as
100% of shareholders voted in favour of the re-election of the CEO,
CFO and COO.
The Board is pleased to note however that feedback received to
date indicates shareholders have no concerns regarding the level of
the Executive Directors' remuneration. JTC is committed to fair and
responsible remuneration and, to the extent possible and
appropriate, the reward structure and performance evaluation
process is similar regardless of seniority, with
pay-for-performance against challenging targets and stretching
goals for the annual bonus and PSP awards, tied to the Company's
business plan and expected behaviours in-line with JTC's culture
and values. The Board and the Remuneration Committee are confident
that the Executive Directors' incentive goals balance appropriately
the tension between the level of challenge essential to motivate
superior performance and meet shareholder expectations, and
achievability.
When providing feedback regarding their voting intentions /
recommendations for the AGM certain shareholders and proxy advisory
agencies indicated the reason they did not support the approval of
the Directors' Remuneration Report on this occasion was due to a
lack of detailed disclosure provided in connection with the
Executive Director's objectives and performance measures.
In preparing the Directors' Remuneration Report the Remuneration
Committee took into consideration both the advice of specialist
consultants and shareholders' feedback with a view to making it
easier for all stakeholders to assess and understand each part of
the Remuneration Report and Policy, and to explain the thinking and
purpose behind the Remuneration Committee's decisions. Previous
specific investor feedback raising concerns regarding overly
lengthy and unnecessarily detailed remuneration reporting which, in
their view, may hinder investors' ability to understand and easily
evaluate executive remuneration was reflected in this year's
Directors' Remuneration Report. It is recognised however that
inevitably there will be differing opinions in this regard and the
Remuneration Committee notes the concerns raised by shareholders
regarding the level of detailed disclosure in the 2019 Directors'
Remuneration Report.
The Remuneration Committee's primary concern is to provide an
appropriate level of detailed disclosure to ensure that reporting
is not only transparent but meets the needs of all stakeholders.
The Remuneration Committee will give further consideration as to
how the Executive Director's objectives, performance measures and
evaluation process may be more clearly reflected in future
reporting.
Both the Remuneration Committee and the Board as a whole
recognise the benefits of and welcome the engagement of
shareholders on a wide range of topics, including executive
compensation and reporting, which may fall outside of the usual
financial and strategic conversations. Shareholders and proxy
advisory agencies' views will, of course, be taken into account as
we further refine our reporting in future and we will continue to
engage with shareholders and listen to their views in the coming
months.
2. Notes
A 'Vote Withheld' is not a vote in law and has not been counted
in the calculation of the proportion of the votes 'For' and
'Against' a resolution.
The total number of shares on the register at 6 pm on 21 May
2020, being those eligible to be voted on at the AGM, was
122,521,974.
This announcement is made pursuant to the requirements of
Listing Rules 9.6.2 and 9.6.18. Copies of the Special Resolutions
approved by shareholders will be submitted as soon as practicable
to the UK Listing Authority and will shortly be available for
inspection via the National Storage Mechanism.
The results will also be made available on the Company's
website: http://www.jtcgroup.com/investorrelations/
3. Final Dividend
The timetable in relation to the final dividend is as
follows:
Shares marked as ex-entitlement Thursday, 4 June 2020
to dividend
Record date for entitlement 5pm on Friday, 5 June
to dividend 2020
-----------------------------
Payment of dividend Friday, 3 July 2020
-----------------------------
Enquiries:
JTC PLC +44 (0) 1534 700 000
Miranda Lansdowne
JTC (Jersey) Limited
Company Secretary
Miranda.Lansdowne@jtcgroup.com
Camarco +44(0)20 3757 4999
Geoffrey Pelham-Lane
Kimberley Taylor
Monique Perks
About JTC
JTC is an award-winning provider of fund, corporate and private
wealth services.
Founded in 1987, we have over 900 people working across our
global office network and are trusted to administer assets of more
than US$130 billion.
The principle of making all our people owners of the business is
fundamental to our culture and aligns us completely with the best
interests of our clients and other stakeholders.
www.jtcgroup.com
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END
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