“1) Has your company implemented any remuneration claw-back provisions for your executive directors and/or senior management team? If so, what has been your experience so far and how has it been received by your shareholders?
2) At your general meetings, how do your shareholders vote? Show of hands or poll? Are you happy with it? Would you change?”
1 No clawbacks
2 Show of hands which we’re happy with and so are shareholders but I guess it depends on your audience. To date we have only had a few hands against. Our opinion could easily change if we were to have a closer call.
1.We included clawback provisions in our deferred share plan last year (approved by shareholders) but it is too soon to see whether there would be any scope for implementing them
2. Show of hands
1) Noclaw-back provisions at present – watching to see whether this filters down from FTSE100/250 to Small Cap
2) Usually voting on a show of hands. One year where we had a significant vote against a resolution by an activist shareholder, we went to a poll on all resolutions. If you are calling a poll on all resolutions it is best practice to say so in the notice of meeting. Many of the private shareholders do not like poll voting and have said they will no longer attend if we use poll voting routinely- they do enjoy the theatre of voting on a show of hands and feel that there vote counts.
1. We have had a limited claw-back provision for a number of years. This year we increased the potential maximum in respect of the executive directors’ bonus and introduced claw-back on the full bonus amount during the three years following the end of the financial year in which the bonus was earned, in the event of gross misconduct by the employee or misstatement of results where this had the effect of increasing the level of bonus that would otherwise have been paid. The proposals were put out to shareholder consultation, and we received very favourable feedback in respect of the claw-back.
2. We introduced polls a number of years ago and have used them for all resolutions since.
1) We’re not an FS business and (on our lawyers’ advice) recently included clawback in the rules of a new share plan adopted by shareholders at the AGM, but structured clawback as a RemCo discretion. No feedback one way or the other from shareholders, but we were more concerned by the impact on our senior execs. I did a roadshow and got their buy into the idea, but it wasn’t a straightforward sell.
2) Vote on a poll using VoteNow keypads. We changed the meeting procedure in 2011 (due to the number of resolutions) so that all the voting is done at the end of the AGM and this went well. No plans for further change.
1. Totally disagree with these provisions. It is another way of pulling the wool over the eyes of the world at large and pychological nonsense.
2. Show of hands.
0
1. We have followed the New Code and considered what the new code suggests but have not implemented any claw back provisions as we believe this is chiefly applicable to BAFIs
2. AGM votes on a show of hands always