JTC PLC Poll results of 2020 Annual General Meeting (9789N)

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                                                                       [phone] 

Miranda Lansdowne

JTC (Jersey) Limited

Company Secretary

[e-mail]

   Camarco                                                                        [phone] 

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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May 26, 2020 13:00 ET (17:00 GMT)