TIDMCEY
RNS Number : 0909A
Centamin PLC
21 March 2017
For immediate 21 March 2017
release
Centamin plc ("Centamin" or the "Company")
(LSE:CEY, TSX:CEE)
Results of the Annual General Meeting of Shareholders
Centamin wishes to advise the results of the Annual General
Meeting ("AGM") held at the Royal Yacht, Weighbridge, St Helier,
Jersey, on Tuesday 21 March 2017 at 10.00am (UK time). The results
of each of the resolutions are set out below:
VOTES % VOTES % VOTES
FOR AGAINST WITHHELD
(1)
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
1
Annual accounts, strategic
and directors' report
and auditor's report 712,805,844 89.86 79,833,480 10.06 608,720
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
2
Declaration of a final
dividend 792,447,050 99.90 726,139 0.09 74,857
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
3.1
Approval of the remuneration
report 606,171,125 76.42 186,206,250 23.47 870,666
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
3.2
Approval of the remuneration
policy 774,144,510 97.59 18,755,959 2.36 347,571
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
4.1
Re-election of Mr Josef
El-Raghy 775,234,240 98.15 14,081,411 1.78 569,173
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
4.2
Re-election of Mr Andrew
Pardey 784,880,601 99.37 4,915,691 0.62 88,533
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
4.3
Re-election of Mr Gordon
Edward Haslam 476,614,608 60.34 313,181,683 39.65 88.533
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
4.4
Re-election of Mr Trevor
Schultz 271,492,949 34.38 507,617,383 64.29 10,521,151
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
4.5
Re-election of Mr Mark
Arnesen 616,784,887 78.09 172,995,991 21.90 103,947
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
4.6
Re-election of Mr Mark
Bankes 788,282,340 99.80 1,498,538 0.19 103,947
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
5.1
Appointment of PricewaterhouseCoopers
LLP (Auditor) 792,988,653 99.97 50,848 0.01 208,543
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
5.2
Authorise the directors
to agree the auditor's
remuneration 791,538,162 99.78 1,562,074 0.20 147,807
---------------------------------------- ------------ ------ ------------ ------ -----------
Ordinary Resolution
6
Authority to allot
relevant securities 757,924,996 95.95 31,823,927 4.03 135,827
---------------------------------------- ------------ ------ ------------ ------ -----------
Special Resolution
7.1
Disapplication of pre-emption
rights 778,704,394 98.58 11,025,137 1.40 155,294
---------------------------------------- ------------ ------ ------------ ------ -----------
Special Resolution
7.2
Further disapplication
of pre-emption rights 772,833,968 97.84 16,882,562 2.14 168,294
---------------------------------------- ------------ ------ ------------ ------ -----------
Special Resolution
8
Market purchase of
ordinary shares 790,924,579 99.72 636,202 0.08 1,581,633
---------------------------------------- ------------ ------ ------------ ------ -----------
(1) A "Vote Withheld" is not a vote in law and is not counted in
the calculation of the proportion of the votes 'For' and 'Against'
the resolution.
The total number of ordinary shares eligible to be voted at the
AGM was 1,152,107,984. The scrutineers of the poll were
Computershare Investor Services (Jersey) Limited.
A copy of the results of the AGM have been submitted to the
National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM.
The full text of each of the resolutions is set out in the Notice
of AGM, a copy of which is available on the Centamin website at
www.centamin.com.
Disclosure under E.2.2 of the Corporate Governance Code (the
Code)
It is noted that 64.29 % of the votes were cast against the
reappointment of Trevor Schultz as a director (Resolution 4.4) and
therefore this resolution has not been passed.
The Company has considered the reasons for the votes against
Resolution 4.4 and believes that these relate primarily to the
appointment of Trevor Schultz to the remuneration committee in
September 2016, following the resignation of Kevin Tomlinson, an
independent non-executive director and member of the committee. An
explanation of this appointment, and the resulting non-compliance
with the Code due to Trevor Schultz being considered by the Code to
be non-independent, was provided in the 2016 Annual Report.
However, the Company recognises that this explanation has not been
accepted by a number of proxy advisory groups and shareholders. The
Company notes that in previous years, the re-appointment of Trevor
Schultz as a director has been approved by a substantial majority
of votes cast.
The Company also notes the significant number of votes cast
against the approval of the Remuneration Report (Resolution 3.1)
and the related number of votes against the reappointment of the
remuneration committee members, including Edward Haslam (Resolution
4.3) and Mark Arnesen (Resolution 4.5).
The Company understands that, in addition to the above concerns
over the composition of the remuneration committee, there were
concerns over the level of disclosure provided in respect of
incremental increases in base salary for the Chief Executive
Officer. The Company is of the view that the increase of 7% in base
salary for the CEO was consistent with the Company's stated
remuneration policy and justified in light of the Company's strong
performance in 2016. As a result of comments received, the Company
will review its future disclosure on executive compensation.
As regards the future composition of remuneration committee, it
is the Company's intention to comply with the Code and ensure a
full complement of independent non-executive directors.
Re-appointment of Trevor Schultz to the Board
The nomination committee, in the absence of Trevor Schultz, has
recommended the re-appointment of Trevor Schultz to the Board. In
turn, the Board has unanimously resolved to appoint Trevor to the
Board as a non-executive director, with immediate effect. Trevor
will be re-appointed to his existing roles as chairman of the HSES
committee and member of the nomination committee but will not
re-join the remuneration committee.
The Board has taken this decision in light of the vital role
that Trevor plays for the Company, bringing his deep technical
knowledge to assist the Board's oversight of the Company's
operations and chairing the HSES committee which is responsible for
making critical recommendations to the Board on all matters in
connection with issues of the environment, workplace health and
safety and the sustainable engagement with communities and
stakeholders. Trevor made an invaluable contribution to the
establishment of Sukari as a globally significant gold mining
operation. Such a major construction project, which was completed
with minimal cost and time overruns, is testament to Trevor's
strong leadership and experience.
The Company will consult with its major shareholders and proxy
advisory groups to ensure that concerns raised have been adequately
addressed.
Trevor has more than 40 years' experience at the executive
management and board level with leading international mining
companies, including BHP, RTZ/CRA, Pegasus Gold, Ashanti
Goldfields, and as President and CEO of Guinor Gold Corporation.
His roles have included development of several new mining
operations in Africa, South America and the U.S.A., negotiations
with various governments and their agencies and project financing
and capital raisings. Trevor was also a director of Pacific Road
Capital Management and Base Resources Limited. From 1 April 2003
until 31 December 2005, Trevor was a director of Guinor Gold
Corporation, from 1 December 2003 to 15 June 2006 was a director of
Southern Era Pty Ltd and from 1 October 1996 to 31 December 2003
was a director of Ashanti Goldfields Pty Ltd.
There is no further information to be disclosed under Listing
Rule 9.6.13R.
For more information please contact:
Centamin plc Buchanan
Josef El-Raghy, Chairman Bobby Morse
Andrew Pardey, CEO + 44 (0) 20 7466
Andy Davidson, Head of Investor 5000
Relations
(andy.davidson@centamin.je) +44
(0) 1534 828708
This information is provided by RNS
The company news service from the London Stock Exchange
END
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