TIDMSTAN
RNS Number : 4245Y
Standard Chartered PLC
08 May 2019
RESULT OF AGM
RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING
Wednesday 8 May 2019
Standard Chartered PLC (the 'Company') announces the result of
voting on the resolutions at its Annual General Meeting ('AGM')
held on Wednesday 8 May 2019, as set out in the AGM notice.
A poll was held on each of the resolutions and was passed by the
required majority. Resolutions 1 to 22 were passed as ordinary
resolutions, and resolutions 23 to 28 were passed as special
resolutions. The results of the poll were as follows:
Resolution Votes For % Votes Against % Votes Total Votes % of
Withheld ISC voted
1. To receive the
Company's annual
report and accounts
for the financial
year ended 31 December
2018 together with
the reports of the
directors and auditors 658,902,555 100.00 10,541 0.00 456,346 658,913,096 79.60
------------ ------- -------------- ------ ----------- ------------ -----------
2. To declare a final
dividend of US$0.15
per ordinary share
for the year ended
31 December 2018 659,013,494 99.96 240,662 0.04 115,289 659,254,156 79.64
------------ ------- -------------- ------ ----------- ------------ -----------
3. To approve the
remuneration report
for the year ended
31 December 2018,
excluding the directors'
remuneration policy 583,988,637 89.24 70,448,005 10.76 4,932,769 654,436,642 79.06
------------ ------- -------------- ------ ----------- ------------ -----------
4. To approve the
directors' remuneration
policy contained
in the Directors'
Remuneration Report
for the year ended
31 December 2018 410,304,458 63.80 232,788,744 36.20 15,950,874 643,093,202 77.69
------------ ------- -------------- ------ ----------- ------------ -----------
5. To elect Carlson
Tong, a non-executive
director 653,818,481 99.18 5,402,305 0.82 148,371 659,220,786 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
6. To re-elect Dr
Louis Cheung, a non-executive
director 656,401,819 99.57 2,811,955 0.43 155,383 659,213,774 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
7. To re-elect David
Conner, a non-executive
director 658,557,037 99.90 663,872 0.10 147,979 659,220,909 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
8. To re-elect Byron
Grote, a non-executive
director 648,232,594 98.33 10,984,949 1.67 151,614 659,217,543 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
9. To re-elect Andy
Halford, an executive
director 655,702,809 99.47 3,521,010 0.53 145,624 659,223,819 79.64
------------ ------- -------------- ------ ----------- ------------ -----------
10. To re-elect Christine
Hodgson, a non-executive
director 607,430,613 92.14 51,783,601 7.86 155,220 659,214,214 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
11. To re-elect Gay
Huey Evans, a non-executive
director 658,727,705 99.93 483,608 0.07 157,857 659,211,313 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
12. To re-elect Naguib
Kheraj, a non-executive
director 655,287,177 99.42 3,844,684 0.58 237,578 659,131,861 79.62
------------ ------- -------------- ------ ----------- ------------ -----------
13. To re-elect Ngozi
Okonjo-Iweala, a
non-executive director 658,736,821 99.93 482,375 0.07 150,244 659,219,196 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
14. To re-elect José
Viñals as Group
Chairman 656,099,485 99.53 3,116,743 0.47 152,200 659,216,228 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
15. To re-elect Jasmine
Whitbread, a non-executive
director 656,365,077 99.57 2,850,344 0.43 153,723 659,215,421 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
16. To re-elect Bill
Winters, an executive
director 658,702,768 99.92 511,796 0.08 154,879 659,214,564 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
17. To re-appoint
KPMG LLP as auditor
to the Company from
the end of the AGM
until the end of
next year's AGM 646,650,674 98.13 12,317,518 1.87 401,242 658,968,192 79.60
------------ ------- -------------- ------ ----------- ------------ -----------
18. To authorise
the Audit Committee
to set the remuneration
of the Auditor 655,649,947 99.50 3,327,513 0.50 391,981 658,977,460 79.61
------------ ------- -------------- ------ ----------- ------------ -----------
19. To authorise
the Company and its
subsidiaries to make
political donations 651,007,150 98.76 8,204,571 1.24 156,714 659,211,721 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
20. To authorise
the Board to allot
shares 639,517,145 97.04 19,501,992 2.96 350,131 659,019,137 79.61
------------ ------- -------------- ------ ----------- ------------ -----------
21. To extend the
authority to allot
shares by such number
of shares repurchased
by the Company under
the authority granted
pursuant to resolution
26 642,546,676 97.52 16,347,439 2.48 474,770 658,894,115 79.60
------------ ------- -------------- ------ ----------- ------------ -----------
22. To authorise
the Board to allot
shares and grant
rights to subscribe
for or to convert
any security into
shares in relation
to any issue of Equity
Convertible Additional
Tier 1 Securities 649,909,677 98.58 9,354,816 1.42 104,780 659,264,493 79.64
------------ ------- -------------- ------ ----------- ------------ -----------
23. To authorise
the Board to disapply
pre-emption rights
in relation to authority
granted pursuant
to resolution 20 651,002,953 98.74 8,275,160 1.26 91,159 659,278,113 79.64
------------ ------- -------------- ------ ----------- ------------ -----------
24. In addition to
resolution 23, to
authorise the Board
to
disapply pre-emption
rights in relation
to the authority
granted pursuant
to resolution 20
for the purposes
of acquisitions and
other capital investments. 632,053,471 95.87 27,215,223 4.13 100,578 659,268,694 79.64
------------ ------- -------------- ------ ----------- ------------ -----------
25. To authorise
the Board to disapply
pre-emption rights
in relation to authority
granted pursuant
to resolutions 23
and 24 and if resolution
22 is passed 637,902,543 96.76 21,365,215 3.24 101,507 659,267,758 79.64
------------ ------- -------------- ------ ----------- ------------ -----------
26. To authorise
the Company to purchase
its own ordinary
shares 652,988,688 99.10 5,912,205 0.90 468,378 658,900,893 79.60
------------ ------- -------------- ------ ----------- ------------ -----------
27. To authorise
the Company to purchase
its own preference
shares 656,440,353 99.63 2,460,588 0.37 468,076 658,900,941 79.60
------------ ------- -------------- ------ ----------- ------------ -----------
28. That a general
meeting other than
an annual general
meeting may be called
on not less than
14 clear days' notice 629,036,138 95.43 30,154,897 4.57 178,213 659,191,035 79.63
------------ ------- -------------- ------ ----------- ------------ -----------
As at the date of the AGM, the number of issued ordinary shares
of the Company was 3,311,225,409 shares*, which was the total
number of shares entitling the holders to attend and vote for or
against all resolutions. There was no share entitling the holder to
attend and abstain from voting in favour of any of the resolutions
as set out in rule 13.40 of the Hong Kong Listing Rules. In
accordance with the Company's Articles of Association, on a poll
every member has one vote for every four shares held, therefore the
total number of voting rights was 827,806,352. Votes withheld are
not votes in law and have not been counted in the calculation of
the proportion of votes 'for' or 'against' a resolution. Proxy
appointments which gave discretion to the Chairman have been
included in the 'for' total.
*this excludes any unsettled transactions under the share
buy-back programme.
There were no restrictions on any shareholders casting votes on
any of the resolutions proposed at the AGM, save resolution 20.
Executive directors of the Company and their associates were
required to abstain from resolution 20 which affected a total of
460,536 voting rights. The scrutineer of the poll was Computershare
Investor Services PLC, the Company's Share Registrar.
The resolutions put to shareholders at the AGM today will be
submitted to the UK Listing Authority, and will shortly be
available for inspection at the UK Listing Authority's National
Storage Mechanism, which can be accessed at
http://www.morningstar.co.uk/uk/NSM.
At the Annual General Meeting of the Company the Chairman, José
Viñals; Chief Executive Officer, Bill Winters; and Chair of the
Remuneration Committee, Christine Hodgson gave speeches. Further
details will shortly be available here:
https://www.sc.com/en/investors/events-and-presentations/agm/.
Resolution 4
In relation to Resolution 4, the Board welcomes the majority
support for our new directors' remuneration policy. However, we
recognise that there were a significant number of votes opposing
the resolution.
The new remuneration policy was developed following extensive
consultation by the Remuneration Committee with major shareholders,
proxy advisors and shareholder representative organisations. Their
feedback was valuable and considered carefully by the Remuneration
Committee. We put forward to shareholders a policy we believe is
responsible and is in the best interests of the Company in the
long-term. Whilst the majority of institutional shareholders
expressed their support during the consultation process, we were
aware that certain shareholders were not supportive of all aspects
of the new policy.
The views of all shareholders are important to us and we
acknowledge that more needs to be done to understand and address
the concerns raised by some shareholders on specific areas of the
policy.
We will continue to engage with shareholders on these important
issues and on their concerns with the new policy in the forthcoming
months. We will publish an update on that engagement within six
months of the AGM.
For further information, please contact:
Jon Tracey
Global Head, Communications
1 Basinghall Avenue
London
EC2V 5DD
020 7885 7613
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RAGCKFDPPBKDQPK
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