M&S in the spotlight as Sainsbury's and Severn Trent also prep for AGMs

Last year's shareholder meeting met some opposition, but does a turnaround at the business mean an easier ride for the M&S board? Graeme Evans also looks at possible outcomes at two FTSE 100 meetings.

Another Marks & Spencer Group (LSE:MKS) AGM fit for the digital era will take place next month as the retailer continues to break down barriers to shareholder participation.

This will be the fourth time the company has broadcast a digital-only AGM, with engagement at 2022’s event triple the level of the last in-person meeting held at Wembley in 2019.

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M&S chair Archie Norman, who recently helped to launch the Share Your Voice campaign to revolutionise shareholder democracy, said in the company’s annual report: “If M&S does not stand up for the small shareholder, who will?”

Participation at some other forthcoming AGMs is not so easy, however, with Trainline (LSE:TRN) shareholders needing to check the rail timetables for an 8.30am start time in Edinburgh.

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Marks & Spencer

When: 11am, Tuesday 4 July.

Where: Broadcast from M&S’s Waterside House Support Centre.

How to participate: This will be another digitally-enabled meeting, hosted by the radio and television presenter and journalist Anita Anand. Shareholder engagement at the 2022 AGM was triple the 593 seen for 2019’s last in-person gathering in Wembley, with the votes also involving a higher percentage of capital. M&S leads the “Share your Voice” campaign, which is pushing for retail shareholder democracy fit for a digital era. The chain believes its current arrangements are more geographically democratic by allowing more shareholders to view and participate then would normally travel to a midweek meeting in London. It can also tackle more question topics after answering 27 last year. More AGM details can be found here. 

Who’s in the chair? Archie Norman, who was appointed in 2017, has overseen the transformation of a number of major British businesses including Kingfisher, Asda and Energis. But he admitted in the 2023 M&S annual report that of all his turnarounds “this has been the slowest and most intractable”.

How did the company do in the year to 1 April? Norman believes that shareholders are finally seeing the reshaping of M&S take hold through new energetic leadership, strong trading results and the prospect of a return to dividends. The trading improvement saw Clothing & Home sales rise 11.5% to £3.72 billion, including like-for-like sales up 11.2%. Food improved 8.7% to £7.22 billion after same-store sales growth of 5.4%, with the company’s overall revenues growth up 9.6% to £11.93 billion. However, significant inflationary cost headwinds impacted margins as adjusted profits fell 7.8% to £482 million, with the prior year results including £59.8 million of UK business rates relief. Earnings per share dropped 16.6% to 18.1p but bottom-line profits were 21.4% higher at £475.7 million. Having suspended dividends at the start of the pandemic to protect the balance sheet, the group plans to resume shareholder distributions with an interim award at the results in November.

How have shares performed? Up 3% to 167p (191.35p on Thursday).

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How much are the bosses paid? Stuart Machin is chief executive with responsibility for day-to-day leadership and Katie Bickerstaffe is co-chief executive with a focus on driving omnichannel, digital and data for the business. Both are due to receive 3% pay rises from the start of July, taking Machin’s salary to £824,000 and Bickerstaffe to a figure of £772,500 that takes into account a more flexible four day working pattern. Total remuneration in 2022/23 amounted to £2.5 million for Machin and £2.2 million for Bickerstaffe. This includes cash and deferred shares under the bonus scheme worth a respective 81.1% and 79.1% of the maximum opportunity, plus the 51% vesting of performance shares granted in 2020.

What’s in the new remuneration policy? The new three-year policy is largely unchanged from the one approved by 97.14% of the votes cast at the 2020 AGM. The maximum annual bonus opportunity is 200% of salary, with performance targets being at least 50% financial. The longer term incentive plan has the potential to grant shares worth up to 300% of salary although the level for the current financial year is 250% and will be subject to the usual three-year performance period. M&S said: “The policy is designed to attract, retain and motivate our leaders within a framework designed to promote the long-term success of M&S and aligned with our shareholders’ interests.”

How did last year’s AGM go? The annual remuneration report was approved with 70.89% of votes in favour. M&S believes the majority of those who voted against the report did so because of specific circumstances relating to the pay arrangements of outgoing chief executive Steve Rowe. Voting advisory firm Glass Lewis also flagged concerns at the time about the scale of bonus payouts given the lack of dividends and the receipt of business rates relief.

What’s the view of voting agencies? Glass Lewis regards the issues behind last year’s AGM dissent as closed and has recommended shareholders support the annual remuneration report as well as the binding vote on the three-year remuneration policy.

How’s the company doing on diversity? The gender split of the board is 6-5 in favour of female directors, while the company meets the Parker Review recommendation by having at least one director from an ethnic minority background.

Sainsbury’s

When: 10am, Thursday 6 July.

Where: 33 Holborn, London, EC1N 2HT.

How to participate: Shareholders are able to attend and participate in the Sainsbury (J) (LSE:SBRY) AGM virtually through the Lumi AGM platform. Those wishing to attend in person should register no later than 5.30pm on Tuesday, 4 July. The board will give priority at the AGM to answering pre-submitted questions, which should be sent by 6pm on Friday, 23 June to agm@sainsburys.co.uk. Proxy voting instructions must be received by the company’s registrar no later than 10am, Tuesday 4 July. More AGM details can be found here.

Who’s in the chair? Former Deloitte partner Martin Scicluna, who previously chaired the boards of RSA Insurance and Great Portland Estates, joined as a non-executive director in 2018 and took on the role in March 2019.

How did the company do in the year to 4 March? Grocery sales rose 3% and general merchandise fell by 0.4% as overall revenues improved 5.3% to £31.49 billion. Underlying profits of £690 million were 5% lower than a year earlier, reflecting the impact of investment in the customer offer and operating cost inflation alongside comparisons with the Covid boost to grocery volumes in 2021/22. The profit figure was still 18% higher than the pre-pandemic level in 2019/20 and at the top end of the company’s guidance range. Underlying earnings per share fell 9% to 23p, or 70% to 9p when including the impact of asset impairments and one-off items the previous year. A dividend of 9.2p a share is due for payment on 14 July, leaving the total for the financial year unchanged at 13.1p a share.

How have shares performed? Up 8% to 264.4p (272.4p on Thursday).

How much is the boss paid? Simon Roberts has received a 4% pay rise, taking his base salary for the current financial year to £941,850. His total remuneration for 2022/23 amounted to £4.95 million, up 11% on a like-for-like basis over the previous year and comfortably the biggest sum received by the company’s CEO in the past decade. Roberts got a bonus of cash and deferred shares worth £1.7 million, based on 86% of the maximum opportunity. This was judged against the performance measures of profit (50%), retail free cash flow (20%) and a strategic scorecard (30%). The 77.5% vesting of long-term incentive shares granted in 2020 contributed £2.26 million to the final figure. 

What’s in the new remuneration policy? The remuneration committee said the current  policy, which was approved at the 2020 AGM with 97% of votes in favour, remains fit for purpose. There are no changes to the overall structure, with only minor adjustments to aid the operation of the policy. The maximum bonus opportunity for Roberts in the current financial year is 220% of salary, while he has been granted shares worth up to 250% of salary under a long-term incentive scheme that also involves 230 senior managers.

How did last year’s AGM go? The annual remuneration report received 98.53% of votes in favour.

What’s the view of voting agencies? Glass Lewis recommends shareholders support the annual remuneration report and the binding vote on the new remuneration policy.

How’s the company doing on diversity? Four of the company’s nine board directors are women (44%) and one identifies as ethnically diverse.

Trainline

When: 8.30am, Thursday, 29 June.

Where: 1 Tanfield, Edinburgh, EH3 5DA.

How to participate: “We look forward to welcoming you to Trainline’s 2023 Annual General Meeting at our Edinburgh office,” chairman Brian McBride tells shareholders at the top of the company’s AGM notice. However, those wishing to take up his invitation will need to set their alarms for one of the earliest start times of any AGM in the FTSE 350 index this year. For those unable to make it, there are no online facilities to follow proceedings. They need to submit proxy voting instructions no later than 8.30am, Tuesday 27 June and send questions in advance to investor@trainline.com. More AGM details can be found here.

Who’s in the chair? Brian McBride was chief executive of Amazon.co.uk from 2006 to 2011 and chair of ASOS from 2012 to 2018. He has been Trainline chair since its IPO in 2019.

How did the company do in the year to 28 February? Revenues recovered 74% to £327 million after net ticket sales increased 72% to £4.3 billion. Operating profit of £28 million compared with an operating loss of £10 million the previous year and adjusted earnings per share rose to 7.7p from a loss of 0.8p last time. The company is yet to pay a dividend.

How have shares performed? Up 31% to 255.7p (278.6p on Thursday).

How much is the boss paid? Jody Ford’s base salary for the current financial year is £645,397 after receiving a 7% increase in line with the average for the rest of the workforce. 

The pay committee said the award reflected Ford’s “exceptional” performance and contribution since joining in 2020. It also took into account his highly sought-after digital skillset and the company’s growing size and complexity. Ford’s single figure remuneration in 2022/23 amounted to £1.71 million, which included a bonus of £1.1 million based on 89.4% of the maximum opportunity. Financial performance measures spanning net sales, revenue and adjusted earnings accounted for 75% of the award and were met in full. The impact of Covid-19 meant none of the threshold performance targets for Ford’s 2021 joining award performance shares were achieved, resulting in zero payout. Reflecting investor sentiment, it decided not to make any adjustments for Ford whereas it did for non-board level employees.

How did last year’s AGM go? The binding vote on the new three-year remuneration policy was approved with 82.1% of votes in favour. The company continues to back the framework, which it said will help Trainline to attract and retain talent and motivate executive directors to deliver “exceptional performance”. The policy includes an annual CEO bonus opportunity of 200% of salary, plus the grant of long-term incentive shares equivalent to 350% of salary with 100% of this subject to “stretching performance levels”. Last year’s annual remuneration report was backed with 99.1% of votes in favour.

How’s the company doing on diversity? Women accounted for 29% of boardroom roles at the end of the financial year. The company meets the Parker Review recommendation by having at least one director from an ethnic minority background.

What’s the view of voting agencies? Glass Lewis recommends shareholders support the annual remuneration report. However, it calls for action over the company's failure to meet the 33% target for board gender diversity, as set out by the Hampton Alexander Review. Noting that the level of female  representation has remained static for the past three years, the agency recommends shareholders vote against the re-election of Brian McBride as he is chair of the nomination committee. Trainline’s annual report points that the relatively short tenure of its non-executive directors, all of whom have been appointed for less than four years following the IPO in 2019, was a factor in the shortfall. It is confident that by ensuring the candidates included on shortlists for board appointments are genuinely diverse the board will align with the upcoming listing requirements in due course.

Severn Trent

When: 10am, Thursday 6 July.

Where: Severn Trent Academy, Hawksley Park, St. Martins Road, Finham, Coventry, CV3 6PR.

How to participate: Those joining virtually will be able to log into a live webcast and pose questions to the board in real time. In keeping with corporate governance best practice, questions submitted through the website by close of business on Monday 26 June will be answered before Friday 30 June so that  shareholders have enough time to meet the proxy voting deadline of 10am, Tuesday 4 July. Online voting will not be available on the day of the meeting. More AGM details can be found here.

Who’s in the chair? Christine Hodgson, who is the former executive chair of Capgemini UK, was appointed in April 2020.

How did the company do in the year to 31 March? The regulated provider of services to over 4.8 million households and businesses grew revenues by 11.4% to £2.16 billion, with profits before tax and interest up 0.5% to £508.8 million. Adjusted earnings per share fell 39.4% to 58.2p, reflecting the effect of inflation on index-linked debt. A dividend of 64.09p a share was tied to the CPIH inflation rate in November and will be paid on 14 July, resulting in a 4.6% increase for the year to 106.82p a share. The company achieved a 2% reduction in leakages in the year for a 9% decline since 2019/20.

How have shares performed? Down 7% at 2,879p (2,696p on Thursday).

How much is the boss paid? Liv Garfield is due to receive a 3% pay rise from 1 July, taking her base salary to £799,600. Her total remuneration for 2022/23 amounted to £3.2 million, which compares with £3.9 million the previous year. The figure included cash and deferred shares worth £358,800 after the annual bonus scheme paid 38.5% of the maximum. Measures and targets linked to river health equated to 8% of the total bonus, with the overall weighting of environmental measures 20%. This will increase to 12% and 30% respectively in the current financial year. The target on river health was met in full, with the lower year-on-year outturn for the bonus driven largely by the profit measure in a significantly tougher operating environment. The vesting of long-term incentives contributed £1.9 million, including the £559,800 relating to an upper quartile performance published one year in arrears.

How did last year’s AGM go? The annual remuneration report was approved with 95.06% of votes in favour.

What’s the view of voting agencies? Glass Lewis recommends shareholders vote in favour of the annual remuneration report.

How’s the company doing on diversity? With at least 40% women at board and executive committee level, including the roles of chair, chief executive and chief finance officer, the company is already compliant with the December 2025 recommendations of the FTSE Women Leaders Review. The board had 22% minority ethnic representation at the end of March.