TIDMSL.
RNS Number : 5238Y
Standard Life plc
17 May 2016
Standard Life plc
Results of Annual General Meeting
Standard Life plc's Annual General Meeting ('AGM') took place
this afternoon, Tuesday 17 May 2016, in London. In his speech, the
Company's Chairman, Sir Gerry Grimstone:
-- Reiterated Standard Life's position on the European Referendum:
"We believe that access to the EU Single Market is in the best
interests of our customers and clients. The Single Market has
created an environment that gives individuals and businesses the
confidence to invest for the long term and it would be potentially
damaging to the UK economy and therefore to companies such as
Standard Life if the UK were to leave it."
-- Commented on Directors' Remuneration:
"Operating responsibly means that we should run our company to
the standards that as a major investor we rightly expect from
others. This includes how we pay our senior executives. We must
have good people managing our Company who are fairly incentivised
in what is a global market place but this doesn't mean we shouldn't
be conscious of our societal impact and the views of others. When
we appointed Keith Skeoch to replace David Nish last year, the
Remuneration Committee restructured his pay to reflect his new
responsibilities running both a global investment company and a
life assurance business. We believe in pay for performance and
although, compared to his predecessor, the variable component was
increased, his basic salary was decreased, deferral was lengthened,
and shareholding requirements were tightened.
"We also set stretching targets so that the highest levels of
reward required very high performance. The fact is that many of our
shareholders agreed with us on this - other's didn't.
"Attitudes towards what is appropriate remuneration constantly
evolve and what is right one year isn't necessarily right the next.
We listened to the feedback and discussed what to do. As a result
of this, we announced last week that Keith Skeoch had confirmed to
the Chairman of the Remuneration Committee that he had voluntarily
decided not to accept the maximum opportunity awarded to him in
2016 under the Standard Life Executive Long-term Incentive Plan and
was therefore handing back part of his entitlement. This was
absolutely Keith's decision which he volunteered but I personally
applaud it as being the right thing to do in the circumstances.
"This change, of course, has come too late to change the
Directors' Remuneration Report which you will be voting on today
and a number of shareholders have already voted before the change
was made. We will continue to engage with shareholders on these
matters".
-- Confirmed the launch of the Standard Life Foundation, using
the proceeds from the Unclaimed Asset Trust:
"I am very pleased to announce that we are launching the
Standard Life Foundation, which will focus on work that addresses
closing the Savings Gap in our society. The Savings Gap is an issue
that touches, directly and indirectly, many millions of people in
the UK. And it is in this area that the Foundation will work to
support public interest research, practical activities and other
very worthwhile work too.
"We will be gifting the proceeds of the unclaimed shares, which
should be, depending on the share price of course, around GBP90
million to the Foundation, and it will be one of the largest bodies
of its type in the UK."
-- Confirmed that Kevin Parry had been appointed Senior
Independent Director to succeed Crawford Gillies, Melanie Gee had
been appointed Chairman of the Remuneration Committee to succeed
Lynne Peacock and Lynne Peacock had been appointed non-executive
Chairman of Standard Life Assurance Limited; and
-- Confirmed the Board's intention to appoint KPMG LLP as its
auditor for the year ending 31 December 2017, subject to
shareholder approval at the 2017 AGM.
The Board announces that all the resolutions put to its AGM were
duly passed.
The results of the polls were as follows:
For % For Against Total Votes Validly Cast Votes Withheld
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 1:
To receive and consider the
Annual Report and Accounts for
2015 843,784,546 99.94 543,015 844,337,561 714,054
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 2:
To re-appoint
PricewaterhouseCoopers LLP as
auditors 823,650,708 98.37 13,663,377 837,314,085 7,717,822
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 3:
To authorise the audit
committee to set the auditors'
fees 835,054,452 98.92 9,083,097 844,137,549 910,639
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 4:
To declare a final dividend for
2015 843,574,087 99.86 1,176,880 844,750,967 297,019
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 5:
To approve the Directors'
remuneration report, excluding
the remuneration policy 639,048,996 77.69 183,477,683 822,526,679 22,528,635
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 6 (Special):
To cancel the capital
redemption reserve 838,547,063 99.66 2,892,887 841,439,950 3,607,483
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 7 (Resolution with
specified threshold):
To authorise a fixed to
variable pay ratio exceeding
1:1 but not exceeding 1:2 for
Remuneration
Code staff 794,257,174 98.07 15,640,235 809,897,409 35,152,581
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 8:
To approve the rules of Part B
of the Standard Life (Employee)
Share Plan 837,130,077 99.37 5,293,591 842,423,668 2,618,921
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 9A:
To re-elect Sir Gerald
Grimstone as a Director 837,353,514 99.26 6,240,304 843,593,818 1,455,626
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 9B:
To re-elect Pierre Danon as a
Director 831,997,840 98.64 11,448,298 843,446,138 1,602,122
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 9C:
To re-elect Noel Harwerth as a
Director 838,291,782 99.39 5,141,085 843,432,867 1,625,860
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 9D:
To re-elect Isabel Hudson as a
Director 839,003,125 99.47 4,495,786 843,498,911 1,551,090
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 9E:
To re-elect Kevin Parry as a
Director 837,082,348 99.25 6,345,548 843,427,896 1,622,297
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 9F:
To re-elect Lynne Peacock as a
Director 806,888,072 98.80 9,831,770 816,719,842 28,319,606
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 9G:
To re-elect Martin Pike as a
Director 833,912,676 98.88 9,482,722 843,395,398 1,651,605
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 9H:
To re-elect Luke Savage as a
Director 837,102,129 99.25 6,364,405 843,466,534 1,579,517
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 9I:
To re-elect Keith Skeoch as a
Director 838,001,090 99.37 5,342,573 843,343,663 1,703,340
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 10A:
To elect Colin Clark as a
Director 837,907,018 99.39 5,143,243 843,050,261 1,993,110
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 10B:
To elect Melanie Gee as a
Director 836,680,371 99.23 6,480,687 843,161,058 1,885,945
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 10C:
To elect Paul Matthews as a
Director 837,874,583 99.38 5,219,637 843,094,220 1,957,158
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 11:
To authorise the Directors to
issue further shares 832,126,798 98.66 11,275,466 843,402,264 1,644,453
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 12 (Special):
To disapply share pre-emption
rights 836,053,223 99.29 5,971,696 842,024,919 3,031,113
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 13 (Special):
To give authority for the
Company to buy back up to 10%
of its issued ordinary shares 833,367,254 98.78 10,330,545 843,697,799 1,343,994
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 14:
To provide limited authority to
the Company and its
subsidiaries to make political
donations
and to incur political
expenditure 781,071,203 93.73 52,290,942 833,362,145 11,689,233
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
Resolution 15 (Special):
To allow the Company to call
general meetings on 14 days'
notice 765,909,610 91.69 69,390,630 835,300,240 9,757,268
--------------------------------- -------------- -------- ------------- ------------------------- ---------------
The total number of shares in issue at 6pm on Friday 13 May 2016
was 1,975,334,437 ordinary shares of 12(2) /(9) pence each.
Votes withheld are not a vote in law and have not been counted
in the calculation of the votes for and against each resolution,
the total votes validly cast or the calculation of the proportion
of issued share capital voted.
Copies of all resolutions are available for inspection in the
AGM Guide previously submitted to the UK Listing Authority's
Document Viewing Facility, via the National Storage Mechanism at
www.morningstar.co.uk/uk/nsm
In accordance with Listing Rule 9.6.2, copies of the resolutions
that do not constitute ordinary business at an annual general
meeting will be submitted to the National Storage Mechanism and
will then be available for inspection at
www.morningstar.co.uk/uk/nsm
The AGM Guide and the voting results are also available on the
Standard Life plc website at www.standardlife.com
17 May 2016
Enquiries:
Group Secretariat
Paul McKenna +44 (0) 131 245 1168*
Media Relations +44 (0) 131 245 1365*
Steve Hartley +44 (0) 7702 934 651
Investor Relations +44 (0) 131 245 8028*
Jakub Rosochowski +44 (0) 7515 298 608
* Calls may be monitored and/or recorded to protect both you and
us and help with our training. Call charges will vary.
END
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