Result of AGM

RNS Number : 1491M
British American Tobacco PLC
25 April 2018
 

BRITISH AMERICAN TOBACCO p.l.c.

RESULTS OF VOTING AT 2018 ANNUAL GENERAL MEETING

 

The Annual General Meeting of British American Tobacco p.l.c. was held at Milton Court Concert Hall, Silk Street, London EC2Y 9BH on 25 April 2018 at 11.30am.

 

The tables below set out the results of the poll on each of the total of 20 Resolutions as stated in the Notice of Meeting dated 21 March 2018. Each shareholder, present in person or by proxy was entitled to one vote per share held.

 

Resolution 1

 

Receipt of 2017 Report and Accounts

 

For - Note (b)

1,772,128,634

Percent of Votes Cast

99.54%

Percent of Issued Share Capital

77.262%

Against

8,240,336

Percent of Votes Cast

0.46%

Percent of Issued Share Capital

0.359%

Total Votes Cast (Excl. Votes Withheld)

1,780,368,970

Percent of Issued Share Capital

77.622%

Votes Withheld - Note (c)

3,722,227

 

Resolution 2

 

Approval of 2017 Directors' Remuneration Report

 

For - Note (b)

1,326,830,858

Percent of Votes Cast

75.68%

Percent of Issued Share Capital

57.848%

Against

426,315,629

Percent of Votes Cast

24.32%

Percent of Issued Share Capital

18.587%

Total Votes Cast (Excl. Votes Withheld)

1,753,146,487

Percent of Issued Share Capital

76.435%

Votes Withheld - Note (c)

30,934,018

 

Resolution 3

 

Reappointment of KPMG LLP as Auditors

 

For - Note (b)

1,776,772,009

Percent of Votes Cast

99.68%

Percent of Issued Share Capital

77.465%

Against

5,764,010

Percent of Votes Cast

0.32%

Percent of Issued Share Capital

0.251%

Total Votes Cast (Excl. Votes Withheld)

1,782,536,019

Percent of Issued Share Capital

77.716%

Votes Withheld - Note (c)

1,557,056

 

Resolution 4

 

Authority for the Audit Committee to agree the Auditors' remuneration

 

For - Note (b)

1,778,989,155

Percent of Votes Cast

99.80%

Percent of Issued Share Capital

77.561%

Against

3,480,154

Percent of Votes Cast

0.20%

Percent of Issued Share Capital

0.152%

Total Votes Cast (Excl. Votes Withheld)

1,782,469,309

Percent of Issued Share Capital

77.713%

Votes Withheld - Note (c)

1,623,766

     

 

Resolution 5

 

Re-election of Richard Burrows as a Director

 

For - Note (b)

1,707,777,358

Percent of Votes Cast

96.99%

Percent of Issued Share Capital

74.457%

Against

53,021,297

Percent of Votes Cast

3.01%

Percent of Issued Share Capital

2.312%

Total Votes Cast (Excl. Votes Withheld)

1,760,798,655

Percent of Issued Share Capital

76.768%

Votes Withheld - Note (c)

23,294,402

 

Resolution 6

 

Re-election of Nicandro Durante as a Director

 

 

For - Note (b)

1,780,556,901

 

Percent of Votes Cast

99.89%

 

Percent of Issued Share Capital

77.630%

 

Against

2,000,968

 

Percent of Votes Cast

0.11%

 

Percent of Issued Share Capital

0.087%

 

Total Votes Cast (Excl. Votes Withheld)

1,782,557,869

 

Percent of Issued Share Capital

77.717%

 

Votes Withheld - Note (c)

1,535,686

 

 

 

 

Resolution 7

 

Re-election of Sue Farr as a Director

 

For - Note (b)

1,772,725,968

Percent of Votes Cast

99.46%

Percent of Issued Share Capital

77.288%

Against

9,583,219

Percent of Votes Cast

0.54%

Percent of Issued Share Capital

0.418%

Total Votes Cast (Excl. Votes Withheld)

1,782,309,187

Percent of Issued Share Capital

77.706%

Votes Withheld - Note (c)

1,768,997

 

 

 

Resolution 8

 

Re-election of Dr Marion Helmes as a Director

 

 

For - Note (b)

1,038,776,064

 

Percent of Votes Cast

59.31%

 

Percent of Issued Share Capital

45.289%

 

Against

712,532,916

 

Percent of Votes Cast

40.69%

 

Percent of Issued Share Capital

31.065%

 

Total Votes Cast (Excl. Votes Withheld)

1,751,308,980

 

Percent of Issued Share Capital

76.355%

 

Votes Withheld - Note (c)

32,766,239

 

 

 

Resolution 9

 

Re-election of Savio Kwan as a Director

 

 

For - Note (b)

1,779,294,410

 

Percent of Votes Cast

99.83%

 

Percent of Issued Share Capital

77.575%

 

Against

2,965,046

 

Percent of Votes Cast

0.17%

 

Percent of Issued Share Capital

0.129%

 

Total Votes Cast (Excl. Votes Withheld)

1,782,259,456

 

Percent of Issued Share Capital

77.704%

 

Votes Withheld - Note (c)

1,818,128

 

 

Resolution 10

 

Re-election of Dimitri Panayotopoulos as a Director

 

 

For - Note (b)

1,725,584,896

 

Percent of Votes Cast

97.90%

 

Percent of Issued Share Capital

75.233%

 

Against

37,059,574

 

Percent of Votes Cast

2.10%

 

Percent of Issued Share Capital

1.616%

 

Total Votes Cast (Excl. Votes Withheld)

1,762,644,470

 

Percent of Issued Share Capital

76.849%

 

Votes Withheld - Note (c)

21,432,516

 

 

Resolution 11

 

Re-election of Kieran Poynter as a Director

 

 

For - Note (b)

1,778,500,533

 

Percent of Votes Cast

99.79%

 

Percent of Issued Share Capital

77.540%

 

Against

3,782,969

 

Percent of Votes Cast

0.21%

 

Percent of Issued Share Capital

0.165%

 

Total Votes Cast (Excl. Votes Withheld)

1,782,283,502

 

Percent of Issued Share Capital

77.705%

 

Votes Withheld - Note (c)

1,794,081

 

 

Resolution 12

 

Re-election of Ben Stevens as a Director

 

 

For - Note (b)

1,773,717,143

 

Percent of Votes Cast

99.51%

 

Percent of Issued Share Capital

77.332%

 

Against

8,714,028

 

Percent of Votes Cast

0.49%

 

Percent of Issued Share Capital

0.380%

 

Total Votes Cast (Excl. Votes Withheld)

1,782,431,171

 

Percent of Issued Share Capital

77.711%

 

Votes Withheld - Note (c)

1,646,413

 

 

 

Resolution 13

 

Election of Luc Jobin as a Director

 

 

For - Note (b)

1,765,758,742

 

Percent of Votes Cast

99.10%

 

Percent of Issued Share Capital

76.985%

 

Against

16,010,459

 

Percent of Votes Cast

0.90%

 

Percent of Issued Share Capital

0.698%

 

Total Votes Cast (Excl. Votes Withheld)

1,781,769,201

 

Percent of Issued Share Capital

77.683%

 

Votes Withheld - Note (c)

2,308,382

 

 

Resolution 14

 

Election of Holly Keller Koeppel as a Director

 

 

For - Note (b)

1,749,365,070

 

Percent of Votes Cast

98.15%

 

Percent of Issued Share Capital

76.270%

 

Against

32,961,353

 

Percent of Votes Cast

1.85%

 

Percent of Issued Share Capital

1.437%

 

Total Votes Cast (Excl. Votes Withheld)

1,782,326,423

 

Percent of Issued Share Capital

77.707%

 

Votes Withheld - Note (c)

1,751,161

 

 

Resolution 15

 

Election of Lionel Nowell, III as a Director

 

 

For - Note (b)

1,749,549,438

 

Percent of Votes Cast

98.17%

 

Percent of Issued Share Capital

76.278%

 

Against

32,660,156

 

Percent of Votes Cast

1.83%

 

Percent of Issued Share Capital

1.424%

 

Total Votes Cast (Excl. Votes Withheld)

1,782,209,594

 

Percent of Issued Share Capital

77.702%

 

Votes Withheld - Note (c)

1,867,990

 

 

Resolution 16

 

Renewal of Directors' authority to allot shares

 

 

For - Note (b)

1,374,413,154

 

Percent of Votes Cast

77.10%

 

Percent of Issued Share Capital

59.922%

 

Against

408,324,504

 

Percent of Votes Cast

22.90%

 

Percent of Issued Share Capital

17.802%

 

Total Votes Cast (Excl. Votes Withheld)

1,782,737,658

 

Percent of Issued Share Capital

77.725%

 

Votes Withheld - Note (c)

1,339,925

 

 

 

Resolution 17 - Note (d)

 

Renewal of Directors' authority to disapply pre-emption rights

 

 

For - Note (b)

1,721,086,394

 

Percent of Votes Cast

96.61%

 

Percent of Issued Share Capital

75.037%

 

Against

60,342,913

 

Percent of Votes Cast

3.39%

 

Percent of Issued Share Capital

2.631%

 

Total Votes Cast (Excl. Votes Withheld)

1,781,429,307

 

Percent of Issued Share Capital

77.668%

 

Votes Withheld - Note (c)

2,666,278

 

 

Resolution 18 - Note (d)

 

Authority for the Company to purchase its own shares

 

 

For - Note (b)

1,756,870,049

 

Percent of Votes Cast

98.58%

 

Percent of Issued Share Capital

76.597%

 

Against

25,333,414

 

Percent of Votes Cast

1.42%

 

Percent of Issued Share Capital

1.105%

 

Total Votes Cast (Excl. Votes Withheld)

1,782,203,463

 

Percent of Issued Share Capital

77.702%

 

Votes Withheld - Note (c)

1,890,886

 

 

Resolution 19

 

Authority to make donations to political organisations and to incur political expenditure

 

For - Note (b)

1,630,918,452

 

Percent of Votes Cast

92.91%

 

Percent of Issued Share Capital

71.106%

 

Against

124,500,318

 

Percent of Votes Cast

7.09%

 

Percent of Issued Share Capital

5.428%

 

Total Votes Cast (Excl. Votes Withheld)

1,755,418,770

 

Percent of Issued Share Capital

76.534%

 

Votes Withheld - Note (c)

28,663,294

 

 

Resolution 20 - Note (d)

 

Notice period for General Meetings

 

 

For - Note (b)

1,606,370,012

 

Percent of Votes Cast

90.52%

 

Percent of Issued Share Capital

70.035%

 

Against

168,291,411

 

Percent of Votes Cast

9.48%

 

Percent of Issued Share Capital

7.337%

 

Total Votes Cast (Excl. Votes Withheld)

1,774,661,423

 

Percent of Issued Share Capital

77.373%

 

Votes Withheld - Note (c)

9,389,873

 

  

 

Notes:

 

(a)           The total number of ordinary shares in issue (excluding treasury shares) at the close of business on Tuesday 24 April 2018 was 2,293,652,691.

 

(b)           Includes discretionary votes.

 

(c)           A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

 (d)          In accordance with Listing Rules 9.6.2R and 9.6.3R, copies of the resolutions numbered 17, 18 and 20 will be submitted to the National Storage Mechanism as soon as practicable and will be available for inspection at www.morningstar.co.uk/uk/nsm.  A copy of the resolutions may also be obtained from the Notice of Meeting which is available on the Company's website at www.bat.com/agm.

All resolutions were passed at the Company's Annual General Meeting today with the requisite majority of votes. However, in respect of resolutions 2 (Directors' Remuneration Report), 8 (Re-election of Marion Helmes as Director) and 16 (Authority to allot shares), we acknowledge that a number of our shareholders did not support these resolutions.

 

Directors' Remuneration Report

In respect of resolution 2 (Directors' Remuneration Report), we will continue to listen to the views of our shareholders in order to understand the concerns of those who voted against this resolution. During 2018, the Company intends to engage widely with shareholders as part of a full review of the Company's existing Remuneration Policy (including to take account of relevant changes to the UK Corporate Governance Code), in anticipation of presenting a new policy for shareholders to consider at the Company's Annual General Meeting in April 2019.

 

Re-election of Marion Helmes as Director

In respect of resolution 8 (Re-election of Marion Helmes as Director), Dr Marion Helmes has confirmed that she will be stepping down from the Supervisory Board of Bilfinger SE at its AGM on 15 May 2018, and that she will not be seeking re-election as a Non-Executive Director of NXP Semiconductors N.V. at its 2018 AGM.

Following these retirements, and with her appointment to the Supervisory Board of Heineken N.V. from 19 April 2018, Dr Helmes' portfolio of listed company non-executive directorships (and equivalent) would total five appointments (including her position at British American Tobacco). This will be within the acceptable scope for the number of mandates a director may hold as set out in the voting guidelines of leading corporate governance agencies. We will carefully consider the feedback received from those shareholders that did not support Dr Helmes' re-election and we will continue to listen to the views of our shareholders.

 

Authority to allot shares

In respect of resolution 16 (Authority to allot shares), it is standard market practice for many FTSE listed companies to retain this type of authority and the authority sought by the Company is in accordance with the Investment Association's share capital management guidelines. However, we are aware that some institutional investors, particularly in South Africa, have policies against supporting this type of resolution. 

We will continue to listen to the views of our shareholders in order to better understand the position of those for which this resolution presents concerns, and will keep best practice under review.

 

 

P McCrory

Secretary

British American Tobacco p.l.c.

 

25 April 2018

 

Enquiries:

 

Investor Relations

Mike Nightingale/Rachael Brierley/Stephanie Brassinne        

+44 20 7845 1180/1519/2012

 

British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours)  | @BATPress 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
RAGFKPDNABKDPQB
UK 100

Latest directors dealings