Annual report and accounts 2023 - Flipbook - Page 107
Corporate Governance
Strategic Report
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Accounts
Received status updates on in-flight LTIP awards;
Reviewed and recommended the Directors’ Remuneration Report for the year ended 30 January 2022 to the Board for approval;
Reviewed the executive directors’ shareholdings against shareholding guidelines;
Reviewed market and corporate governance updates to ensure the Remuneration Committee remained up to date on the quickly evolving governance landscape and
best practice;
Reviewed the Remuneration Committee’s terms of reference; and
Review the Remuneration Committee’s performance and effectiveness during the year.
The terms of reference of the Remuneration Committee are available on the Company’s website, www.agbarr.co.uk.
External adviser
During the year, the Remuneration Committee was assisted in its work by the following external consultants:
Fees paid by the Company for Other services provided to the
advice to the Remuneration
Company in the year ended
Committee and basis of charge 29 January 2023
Adviser
Details of appointment
Services provided by the Adviser
PricewaterhouseCoopers
LLP (‘PwC’)
Appointed by the
Remuneration
Committee in January
2022 following a
competitive tender
process.
Assistance with the review of the Directors’ Remuneration Policy
Assistance with the review of the LTIP rules.
Assistance with the preparation of the Directors’ Remuneration
Report.
Attendance at Remuneration Committee meetings.
Advice on market practice developments in executive pay.
£57,000
Charged on a retainer
and time/cost basis.
Consulting services to
management
The Remuneration Committee is satisfied that all advice received was objective and independent. PwC is a member of the Remuneration Consultants Group and, as such,
voluntarily operate under the Code of Conduct in relation to executive remuneration consulting in the UK.
Statement of voting at last AGM
The following table sets out actual voting in respect of the resolutions to approve the 2022/22 Annual Report on Remuneration at the Company’s AGM on 27 May 2022
(‘2022 AGM’) and the Remuneration Policy at the Company’s AGM on 25 June 2020.
Resolution
Approve Annual Report on Remuneration
Approve Remuneration Policy
Votes for
% of vote
Votes against
% of vote
Votes withheld
57,671,927
73.29%
21,017,122
26.71%
1,956
64,446,604
91.20%
6,216,945
8.80%
2,039,440
As noted above, at the 2022 AGM the resolution to approve the Directors’ Remuneration Report was passed with 73.29% votes in favour. As stated in the announcement
published on the date of the 2022 AGM, the Board subsequently consulted and engaged with its largest shareholders who were unable to support the resolution to
understand their views. An update statement was published on 27 September 2022, which noted that the primary concern raised by shareholders related to the structure
and performance targets in relation to the 2021 long-term incentive arrangements – these were specific to the exceptional circumstances caused by the Covid pandemic
and will not be repeated under normal circumstances. The Board is grateful to those shareholders who took part in the engagement process and values the feedback
provided. The Committee will continue to engage with its largest shareholders on executive directors’ remuneration going forward. This statement is provided in accordance
with Provision 4 of the Code.
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