Result of AGM

RNS Number : 8199Q

Henderson High Income Trust PLC

23 June 2020

 

HENDERSON INVESTMENT FUNDS LIMITED

HENDERSON HIGH INCOME TRUST PLC

LEGAL ENTITY IDENTIFIER 213800OEXAGFSF7Y6G11

23 June 2020

HENDERSON HIGH INCOME TRUST PLC

Result of Annual General Meeting

The Company announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed on a poll and the results are as follows:

Resolution	Description	Votes for (including discretionary)	%	Votes against	%	Total votes cast	Votes cast (excluding votes withheld) as a percentage of total voting rights	Votes withheld
1	Annual Report and Financial Statements	14,911,629	99.99	2,165	0.01	14,913,794	11.60%	44,931
2	Directors' Remuneration Report	14,541,459	99.30	101,828	0.70	14,643,287	11.39%	309,737
3	Remuneration Policy	14,508,262	98.98	148,850	1.02	14,657,112	11.40%	301,613
4	Re-election of Margaret Littlejohns	11,929,080	80.33	2,921,532	19.67	14,850,612	11.55%	108,113
5	Re-election of Zoe King	14,833,071	99.88	17,541	0.12	14,850,612	11.55%	108,113
6	Re-election of Jeremy Rigg	14,831,049	99.87	19,563	0.13	14,850,612	11.55%	108,113
7	Re-election of Jonathan Silver	14,840,540	99.93	10,072	0.07	14,850,612	11.55%	108,113
8	Election of Richard Cranfield	14,802,558	99.78	33,094	0.22	14,835,652	11.54%	123,073
9	Continuation of the Company	14,654,696	98.89	164,846	1.11	14,819,542	11.52%	139,183
10	Re-appointment of PriceWaterhouseCoopers LLP as Auditor	14,822,609	99.79	31,273	0.21	14,853,882	11.55%	104,843
11	Authority for the Directors to Determine the Auditor's Remuneration	14,908,744	99.97	5,069	0.03	14,913,813	11.60%	44,912

12	Approval of the Dividend Policy	14,891,625	99.88	18,611	0.12	14,910,236	11.59%	48,489
13*	Authority to Allot Shares	14,796,260	99.54	68,978	0.46	14,865,238	11.56%	93,487
14*	Authority to Dis-Apply Pre-Emption Rights	14,720,323	99.29	105,258	0.71	14,825,581	11.53%	133,144
15*	Authority to Repurchase the Company's Shares	14,754,732	99.08	136,933	0.92	14,891,665	11.58%	67,060
16*	Authority to Call a General Meeting on 14 Days' Notice	14,158,008	95.06	735,034	4.94	14,893,042	11.58%	65,683

* Special resolution.

The Board are pleased that all resolutions were duly passed and would like to thank shareholders for their continued support.

The Board notes the outcome of the votes in relation to Resolution 4 concerning the re-election of Margaret Littlejohns, Chairman of the Board.

In the year-ended 31 December 2019 the Board set a formal policy on directors' tenure. Following the Chairman's retirement in 2021, no director is expected to serve for more than nine years unless particular circumstances warrant it, for example to facilitate effective succession planning, maintain continuity in post (particularly in regard to the Chairman) or promote diversity. In these exceptional cases an explanation for such a decision will be given to shareholders.

The Board takes into consideration the AIC Code of Corporate Governance issued in February 2019 ('AIC Code') (which adapts the UK Corporate Governance Code to make it relevant for investment companies) and its requirement to refresh the Board, while also aiming to balance this with the need for some continuity and retention of experience. As an investment company the Board is comprised entirely of independent non-executive directors. In practice this means that the Chairman of the Board assumes executive functions in the absence of a CEO, and therefore there may be occasions when the Board may decide to extend the tenure of the Chairman for the sake of continuity and/or historical knowledge of the Company. This may be so particularly if an existing non-executive director is appointed as Chairman of the Board.

As per the disclosures in the Company's Annual Report for the year-ended 31 December 2019 the Board is now nearing the end of its five-year succession plan to refresh itself so that a younger Board (both in age and tenure) will be in place, with five new directors joining between 2016 and 2021. The Board have deliberately phased the introduction of new directors over this five-year time frame to ensure that the required mix of skills, experience and corporate knowledge is retained during this process and beyond. This succession plan complies with the AIC Code and the Board believes this plan continues to achieve a sensible balance between continuity and reinvigoration and is in the best interests of the Company.

The Board does not anticipate any changes to its existing succession plan: the next step is intended to be the recruitment of a further director and Margaret Littlejohns' retirement at the conclusion of the 2021 AGM.

The Board will make every effort to engage with shareholders who voted against this resolution to understand and discuss their concerns.

The Board also announces that Anthony Newhouse retired as a Director of the Company at the conclusion of the Annual General Meeting.

The full text of the resolutions can be found in the Notice of Meeting to shareholders dated 16 April 2020 which can be viewed on the Company's website at: www.hendersonhighincome.com .

For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights as at 12 noon on 19 June 2020 (128,596,278), being the time at which a shareholder had to be registered in the register of members in order to vote at the General Meeting.  A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.

The number of ordinary shares in issue at the date of this announcement is 128,596,278. There are no shares held in treasury. Therefore, as at the date of this announcement the number of voting rights in the Company are 128,596,278.

A copy of the poll results will be available on the Company's website shortly at: www.hendersonhighincome.com  

A copy of the resolutions will be submitted to the National Storage Mechanism ("NSM") and will shortly be available for inspection on the NSM's website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information, please contact:

Hannah Gibson Company Secretary for and on behalf of Henderson Secretarial Services Limited Tel: [phone]

Laura Thomas Investment Trust PR Manager Janus Henderson Investors Tel: [phone]

David Smith Fund Manager Henderson High Income Trust plc Telephone: [phone]

 

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RAGSEUFFDESSEEM