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."
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
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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