A FTSE250 Company Secretary writes...
“Where you have received substantial votes ‘against’ executive directors and the chairman in respect of the AGM resolutions for their re-appointment, and have access to such analysis, how has this been handled with the individuals? e.g. have you voluntarily offered the detailed analysis to such directors – or only if this has been requested by them?”
We’ve had to deal with these issues during our last AGM and we’ve had to perform extra analysis on the votes against, so we could discuss the concerns directly with the key shareholders.
Voting numbers are circulated to the directors and more frequently in the days just before the AGM. We also provide a short summary of the reasons why certain resolutions are more contentious (including re-election of certain directors) than others to the Board. We do not provide the Board with all the voting analysis details for top shareholders unless requested or if they (usually the Chairman/SID/ Remuneration Chairman) need to engage with the key shareholders prior to the AGM.
Similar to the comment below, as we approach the AGM date, we periodically keep directors informed of voting on all resolutions. More detail of the beneficial ownership is provided on request.
We keep directors informed of voting on all resolutions throughout the voting period, with the frequency increasing as we get closer to the AGM date. If a Director wants a more detailed analysis of underlying voting we provide that on request eg remuneration resolutions.
We (1) share the results with the Chairman*; (2) agree with him the direction of travel for Q&A; (3) share with the relevant director(s); (4) circulate agreed form of Q&A to all directors in advance of AGM.
I see no reason not to share with the Chairman the identity of any major shareholders who vote against – after all they will know that we know and will expect the matter to be discussed in the next one to one meeting – or be surprised if it isn’t raised and dealt with.
*As it happens, the most recent time I’ve seen this, it was the chairman who was the director in question.
We undertake a reasonable amount of analysis based on our 793 register. We review the votes of our main holders, top 30ish,and share with the whole board, firstly giving any sensitive messages to Chairman/CEO or any other affected Director.
This then supports AGM briefings/Q&A preparation.
To date, touch wood, it hasn’t happened at a company I have been Co Sec of. I would therefore only be offering a hypothetical response, so will stay clear, sorry.
We routinely have a transparent review of proxy voting data as it comes in. Accordingly, all directors see all votes and how voting is developing in the run up to the AGM. In my view better to be on the front foot and volunteer the data (in a sensitive way) to the people involved than have to explain at a later date why you knew but said nothing – they’re going to find out eventually!