Result of AGM

RNS Number : 6427I
Crest Nicholson Holdings PLC
22 March 2018
 

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY JURISDICTION IN WHICH SUCH PUBLICATION RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL

 

22 March 2018

 

Crest Nicholson Holdings plc

 

(the "Company")

 

 

RESULTS OF ANNUAL GENERAL MEETING

 

The Company advises that all of the resolutions were considered and voted upon by the shareholders by poll at the Annual General Meeting held today.

The full text of each resolution was included in the Notice of Meeting circulated to shareholders on 12 February 2018. The results of the poll incorporating proxy votes lodged in advance of the meeting are set out below.

 


 

Resolution

 

Votes For

Votes Against

Total Votes

% of issued Share Capital voted

Votes Withheld*

1

RECEIVE REPORT & ACCOUNTS

193,826,321

3,060

193,829,381

75.47%

32,210

2

DECLARATION OF FINAL DIVIDEND

193,860,996

595

193,861,591

75.48%

0

3

RE-ELECT STEPHEN STONE

139,052,246

36,421,666

175,473,912

68.32%

18,387,678

4

RE-ELECT PATRICK BERGIN

192,385,967

1,472,516

193,858,483

75.48%

3,108

5

RE-ELECT ROBERT ALLEN

192,228,895

1,630,718

193,859,613

75.48%

1,978

6

RE-ELECT CHRIS TINKER

192,407,233

1,452,380

193,859,613

75.48%

1,978

7

RE-ELECT SHARON FLOOD

193,259,364

599,897

193,859,261

75.48%

2,330

8

ELECT OCTAVIA MORLEY

193,503,007

356,254

193,859,261

75.48%

2,330

9

ELECT LESLIE VAN DE WALLE

193,254,546

603,465

193,858,011

75.48%

3,580

10

ELECT LOUISE HARDY

193,798,533

59,478

193,858,011

75.48%

3,580

11

RE-APPOINT AUDITORS

193,737,010

122,977

193,859,987

75.48%

1,604

12

AUTHORISE AUDIT & RISK COMMITTEE TO DETERMINE AUDITOR'S REMUNERATION

193,518,648

341,339

193,859,987

75.48%

1,604

13

APPROVE DIRECTORS' REMUNERATION REPORT

190,799,200

3,047,621

193,846,821

75.47%

14,769

14

AUTHORITY TO ALLOT SHARES

193,755,781

98,446

193,854,227

75.48%

7,364

15

DISAPPLY PRE-EMPTION RIGHTS **

193,681,050

171,743

193,852,793

75.47%

8,798

16

PURCHASE OWN SHARES **

192,228,116

1,328,082

193,556,198

75.36%

305,392

 

* 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.

** Special resolution

No other resolutions were put to the meeting.

Copies of the resolutions passed, other than resolutions concerning ordinary business, will be submitted to the UK Listing Authority via the National Storage Mechanism and will be available in due course for inspection at http://www.morningstar.co.uk/uk/NSM

 

 

 

 

The Company is pleased with the overwhelming support it has received for almost all of its AGM resolutions.

With respect to resolution 3, the appointment of Stephen Stone as Executive Chairman, we are pleased with the level of support this has received of 79.2%, although we recognise that 9.5% of shareholders withheld their votes.

Ahead of our AGM the Company held extensive discussions with shareholders and received a wide range of feedback. In general a large proportion of shareholders recognised the value of retaining Stephen Stone's knowledge and expertise for a further period, but some did not believe this should be as Chairman or for as long as three years.

The Company has always recognised that having a role of Executive Chair was unlikely to be universally accepted by shareholders. However, the Board believes that this remains in the best interests of the Company. A majority of shareholders, including those consulted in late 2017 and early 2018, agreed with the Board that this is one of the rare situations where the CEO moving to the role of Chairman is appropriate.

As set out in our AGM notice, a number of additional safeguards have been put in place, including the appointment of Leslie Van de Walle as Deputy Chairman, very clear operational and geographic arrangements separating the roles of Executive Chairman and CEO and recruiting an additional independent non-executive director, taking the Board beyond the minimum requirements of the Corporate Governance Code. We are disappointed that over 20% of shareholders were not supportive, and over 9% withheld their votes given our extensive engagement and the additional measures we have put in place. However, the Board is confident that there will be the necessary separation between the Chairman and CEO and, supported by the additional safeguards, will be a healthy feature for the Company for the relatively short period of the appointment.

During 2018 we will continue our dialogue with shareholders.  There will also be an externally facilitated Board Evaluation, led by Leslie Van de Walle, which will include a focus on the effectiveness of the Chairman and CEO roles. The Board will continue to review the appropriateness of the arrangements and the length of Mr Stone's appointment as Chairman throughout the year and welcomes the views of shareholders.

We thank all those shareholders who have taken the time to engage with us over the course of the last year.

 

 

For further information:

Crest Nicholson Holdings plc

Kevin Maguire

Company Secretary

+44 (0) 1932 580555

 

Finsbury

Faeth Birch

Philip Walters

+44 (0) 20 7251 3801


This information is provided by RNS
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