Source - LSE Regulatory
RNS Number : 4480R
26 October 2023






In line with Provision 4 of the 2018 UK Corporate Governance Code (the "2018 Code"), the Board has released this statement to provide an update to shareholders on the actions taken following the outcome of resolution 3 at the 2023 AGM.


Throughout the year, both ahead of and after the AGM, the Company engaged with its shareholders to understand their views. We will continue to engage regularly with shareholders (including on the matters relating to the below resolution) and consider their views in our decision making.


Resolution 3 - To approve the Directors' Remuneration Report on an advisory basis


While Resolution 3 to approve the Directors' Remuneration Report on an advisory basis was supported by a clear majority of our shareholders, we acknowledge the significant minority vote against.


Prior to the AGM the Remuneration Committee consulted with shareholders and proxy advisors. The majority of shareholders whom we engaged with were supportive of our Directors' Remuneration Report. However, we recognise the views of some shareholders and proxy advisors who did not support the partial payout of the annual bonus for 2022 based on achieving strategic target objectives when the financial objectives were not achieved. Overall, the Remuneration  Committee believes that it acted fairly and appropriately in determining the bonus outcome for Executive directors in 2022.


Following the AGM, Nina Henderson, the Remuneration Committee Chair, and Douglas Sutherland, the Chairman, contacted major shareholders who had not supported our Directors' Remuneration Report to understand the reasons for their vote and to offer further engagement. This engagement has been taken into account in respect of the 2023 annual bonus targets for Executive Directors.


The Remuneration Committee will continue to consult with shareholders, as appropriate, in respect of the Company's ongoing remuneration practices.





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