Standard Life Aberdeen plc Result of AGM (0199Z)

TIDMSLA

RNS Number : 0199Z

Standard Life Aberdeen plc

14 May 2019

Standard Life Aberdeen plc

Results of Annual General Meeting

The Board of Standard Life Aberdeen plc ('the Company') is pleased to announce that all the resolutions put to its Annual General Meeting held earlier today, Tuesday 14 May 2019, were duly passed.

The results of the polls were as follows:

 
                                            For        % For     Against     Total Votes Validly Cast   Votes Withheld 
 Resolution 1: 
  To receive and consider the Annual 
  report and accounts 2018             1,134,747,238   99.94     667,609          1,135,414,847           1,548,393 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 2: 
  To declare a final dividend for 
  2018                                 1,135,807,906   99.93     810,435          1,136,618,341            346,322 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 3: 
  To re-appoint KPMG LLP as auditors   1,122,475,457   99.52    5,455,840         1,127,931,297           9,028,563 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 4: 
  To authorise the audit committee 
  to set the auditors' fees            1,133,341,617   99.78    2,534,006         1,135,875,623           1,090,941 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 5: 
  To approve the Directors' 
  remuneration report, excluding the 
  remuneration policy                   607,428,291    57.98   440,226,225        1,047,654,516           89,312,048 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 6A: 
  To re-elect John Devine as a 
  Director                             1,124,919,962   99.11   10,111,032         1,135,030,994           1,935,570 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 6B: 
  To re-elect Melanie Gee as a 
  Director                             1,124,244,844   99.05   10,828,301         1,135,073,145           1,891,325 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 6C: 
  To re-elect Martin Gilbert as a 
  Director                             1,078,488,683   95.02   56,507,868         1,134,996,551           1,964,763 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 6D: 
  To re-elect Rod Paris as a 
  Director                             1,120,411,565   98.71   14,641,651         1,135,053,216           1,913,348 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 6E: 
  To re-elect Martin Pike as a 
  Director                             1,126,952,475   99.29    8,114,460         1,135,066,935           1,899,376 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 6F: 
  To re-elect Bill Rattray as a 
  Director                             1,119,838,882   98.67   15,045,306         1,134,884,188           2,082,123 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 6G: 
  To re-elect Jutta af Rosenborg as 
  a Director                           1,098,488,809   96.79   36,450,765         1,134,939,574           2,018,183 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 6H: 
  To re-elect Keith Skeoch as a 
  Director                             1,124,675,383   99.09   10,370,697         1,135,046,080           1,918,885 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 7A: 
  To elect Sir Douglas Flint as a 
  Director                             1,120,303,253   98.70   14,731,868         1,135,035,121           1,931,443 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 7B: 
  To elect Cathleen Raffaeli as a 
  Director                             1,126,892,004   99.29    8,056,564         1,134,948,568           2,012,746 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 7C: 
  To elect Stephanie Bruce as a 
  Director with effect from 1 June 
  2019                                 1,119,583,926   98.65   15,370,632         1,134,954,558           2,001,708 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 8: 
  To provide limited authority to 
  the Company and its subsidiaries 
  to make political donations 
  and to incur political expenditure   1,107,993,320   97.64   26,746,723         1,134,740,043           2,221,271 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 9: 
  To authorise the Directors to 
  issue further shares                 1,095,902,637   96.50   39,761,721         1,135,664,358           1,353,335 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 10 (Special): 
  To disapply share pre-emption 
  rights                               1,108,893,231   97.77   25,305,143         1,134,198,374           2,760,155 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 11 (Special): 
  To give authority for the Company 
  to buy back up to 10% of its 
  issued ordinary shares               1,123,128,390   98.90   12,534,318         1,135,662,708           1,298,606 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 12: 
  To authorise the Directors to 
  allot shares in relation to the 
  issuance of Convertible Bonds        1,033,540,229   91.05   101,560,488        1,135,100,717           2,400,597 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 13 (Special): 
  To disapply pre-emption rights in 
  respect of allotments of equity 
  securities in relation to 
  the issuance of Convertible Bonds    1,009,615,472   89.04   124,295,679        1,133,911,151           3,050,163 
                                      --------------  ------  ------------  -------------------------  --------------- 
 Resolution 14 (Special): 
  To allow the Company to call 
  general meetings on 14 days' 
  notice                               1,062,747,452   93.56   73,175,313         1,135,922,765           1,038,549 
                                      --------------  ------  ------------  -------------------------  --------------- 
 

Resolution 5 - Directors' remuneration report

In relation to the advisory vote on Resolution 5, the Board recognises the significant percentage of votes cast against this resolution.

Through engagement, we were aware that certain institutional shareholders were not supportive of specific aspects of the arrangements relating to the remuneration of the incoming CFO, as disclosed in the Directors' remuneration report.

These arrangements were developed following extensive discussion with the Remuneration Committee and its advisers, and are in accordance with the authority granted to the Remuneration Committee under the Remuneration Policy and the Deferred Share Plan approved by shareholders at the 2018 AGM. However, as previously announced, taking account of shareholder feedback and in agreement with the incoming CFO, we have applied performance conditions to the award.

Stephanie Bruce is an outstanding addition to our executive team at Standard Life Aberdeen, as our shareholders have acknowledged in their overwhelming endorsement of her appointment as CFO.

The reason we made this award, was to allow us to attract a talented senior executive from outside of the investment management industry who was previously remunerated on a comparatively consistent annual reward package, without the significant deferral arrangements we apply.

In the coming months, we will continue to engage with shareholders on the concerns raised on this resolution. In accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM.

We expect to seek shareholder approval for a new Directors' Remuneration Policy at our AGM in 2021 in line with the normal cycle for renewal.

Other matters

As previously announced, we confirm that Simon Troughton and Richard Mully did not seek re-election, and retired from the Board at the conclusion of the meeting. Following Simon Troughton's retirement, Martin Pike, the Company's longest-serving UK-based Non-Executive Director, has taken on the additional responsibilities of Senior Independent Director ('SID') with effect from 14 May 2019. It is intended that Martin will serve as SID until a successor is recruited.

Martin Pike and John Devine have been appointed members of the Nomination & Governance Committee with effect from 14 May 2019.

The total number of shares in issue at 6pm on Friday 10 May 2019 was 2,447,333,615 ordinary shares of 13(61) /(63) pence each.

Votes withheld are not a vote in law and have not been counted in the calculation of the votes for and against each resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.

Copies of all resolutions are available for inspection in the AGM Guide previously submitted to the UK Listing Authority's Document Viewing Facility, via the National Storage Mechanism at www.morningstar.co.uk/uk/nsm

In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism and will then be available for inspection at www.morningstar.co.uk/uk/nsm

The AGM Guide and the voting results are also available on the Standard Life Aberdeen plc website at www.standardlifeaberdeen.com

14 May 2019

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LEI: OTMBS544NMO7GLCE7H90

Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State

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May 14, 2019 11:29 ET (15:29 GMT)