Genus PLC Result of AGM (5250H)

TIDMGNS

RNS Number : 5250H

Genus PLC

15 November 2018

Genus plc (the 'Company') - 2018 AGM Poll Results

The Company announces that at its AGM held on Thursday, 15 November 2018, all resolutions set out in the Notice of AGM were passed on a poll.

Resolutions 1 to 13 were passed as Ordinary Resolutions and Resolutions 14 to 17 were passed as Special Resolutions. The following table sets out the votes cast on each resolution:

 
 
      1. To receive the Company's audited 
       Financial 
       Statements and the Directors' Reports for 
       the year ended 30 June 2018.                  41,562,922   99.63     155,211     0.37     925,023    41,718,133 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      2. To approve the Directors' Remuneration 
       Report for the year ended 30 June 2018.       26,732,450   67.93    12,621,755   32.07   3,288,952   39,354,205 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      3. To declare a final dividend of 17.9 pence 
       per Ordinary Share.                           42,641,974   100.00      588       0.00       595      42,642,562 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      4. To re-elect Bob Lawson as a Director of 
       the Company.                                  36,048,529   93.32    2,581,420    6.68    4,013,207   38,629,949 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      5. To re-elect Karim Bitar as a Director of 
       the Company.                                  42,313,095   99.23     328,680     0.77      1,382     42,641,775 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      6. To re-elect Stephen Wilson as a Director 
       of the Company.                               42,495,775   99.66     145,127     0.34      2,255     42,640,902 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      7. To re-elect Lysanne Gray as a Director 
       of the Company.                               40,256,875   94.41    2,384,900    5.59      1,382     42,641,775 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      8. To re-elect Lykele van der Broek as a 
       Director 
       of the Company.                               40,284,175   94.47    2,357,600    5.53      1,382     42,641,775 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      9. To elect Lesley Knox as a Director of the 
       Company.                                      42,192,946   99.66     142,967     0.34     307,242    42,335,913 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      10. To elect Ian Charles as a Director of 
       the Company.                                  42,619,061   99.95      19,891     0.05      4,205     42,638,952 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      11. To re-appoint Deloitte LLP as auditor 
       of the Company.                               41,461,219   97.23    1,179,846    2.77      2,091     42,641,065 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      12. To authorise the Audit Committee of the 
       Board to determine the remuneration of the 
       auditor.                                      41,881,907   98.23     755,811     1.77      5,439     42,637,718 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      13. To empower the Directors with limited 
       authority to allot Ordinary Shares.           38,146,650   90.12    4,183,473    9.88     313,032    42,330,123 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      14. To empower the Directors with limited 
       authority to allot equity securities for 
       cash 
       without first offering them to existing 
       shareholders.                                 42,586,646   99.92      34,798     0.08     21,713     42,621,444 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      15. To empower the Directors with limited 
       authority to allot additional equity 
       securities 
       for cash without first offering them to 
       existing 
       shareholders provided that this power be 
       used 
       only in connection with an acquisition or 
       other capital investment.                     36,895,601   86.56    5,726,769    13.44    20,786     42,622,370 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      16. To empower the Directors with limited 
       authority to make one or more market 
       purchases 
       of any Ordinary Shares.                       42,108,111   98.96     442,733     1.04     92,312     42,550,844 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
      17. To allow a General Meeting other than 
       an Annual General Meeting to be called on 
       not less than 14 clear days' notice.          40,457,388   94.89    2,178,463    5.11      7,306     42,635,851 
                                                    -----------  -------  -----------  ------  ----------  ----------- 
 

A copy of the special business resolutions will be submitted to the National Storage Mechanism and will soon be available to view at http://www.morningstar.co.uk/uk/NSM.

As at the close of business on 14 November 2018, the total number of ordinary shares of GBP0.10 each eligible to be voted at the AGM was 61,948,505. Therefore, the total voting rights in the Company as at that time were 61,948,505.

Equiniti acted as scrutineer of the poll on all resolutions.

Senior Independent Director and Chairman of the Remuneration Committee

The Company is pleased to announce that Lesley Knox, Non-Executive Director (appointed June 2018) has been appointed Senior Independent Non-Executive Director and Chairman of the Remuneration Committee, effective immediately. This follows the retirement of Nigel Turner at the AGM earlier today and as previously announced on 24 September 2018. This statement is made in accordance with Listing Rule 9.6.11.

AGM - Resolution Two

The Board of Genus acknowledges that a number of votes were received from shareholders against Resolution 2, for the approval of the Directors Remuneration Report ("DRR"). It is evident through the feedback that votes against the Resolution were predominantly linked to the one-off adjustment to the CEO salary, which was determined by our Remuneration Committee ("Committee") and for which a detailed justification was made in the DRR.

The Company actively engaged with our top ten shareholders to discuss this change ahead of the publication of the Annual Report and DRR to address any potential concerns.

We are aware that reports from a number of shareholder agencies recommended voting against Resolution 2. We were disappointed with these recommendations. The change in CEO salary was designed as a one-off intervention that the Committee believed was both justified and necessary to retain and motivate a very high calibre leader who is steering the transformation of the business, creating significant long-term stakeholder value, and setting the future strategic direction of the Company as it transforms into an agricultural biotechnology pioneer.

The Board and Committee take seriously their responsibilities to represent the interests of shareholders and to uphold the highest standards of corporate governance. Our existing Remuneration Policy received strong levels of shareholder support when approved in 2016, and we will put a new Remuneration Policy to shareholders at our 2019 AGM. Ahead of this we will also continue to engage with shareholders on reward, and to consider their views on our existing policy, including the shareholder views being expressed in relation to Resolution 2.

Bob Lawson, Chairman of Genus said: "We believe that Karim Bitar's one-off salary realignment is in the best interests of the Company and the justification is clear. The Remuneration Committee takes a highly responsible approach to executive pay and, to date, has enjoyed strong support from our shareholders."

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November 15, 2018 11:00 ET (16:00 GMT)