Your vote counts: Countryside Properties has explaining to do
14th January 2022 09:34
by Graeme Evans from interactive investor
There’s lots going on in the next few weeks, including Countryside’s AGM following a 26% share price crash. A star tech stock also addresses shareholders on the same day that Marston’s does the same.
Mitchells & Butlers (LSE:MAB) faces more questions over governance when it holds its AGM later this month.
The long tenure of chairman Bob Ivell and the number of shareholder nominated directors on the board are among the issues.
Odyzean Group, which includes the investments of currency trader Joe Lewis and horse-racing owners JP McManus and John Magnier, has three representatives but the corporate code recommends at least half the board is made up of independent directors.
Four resolutions at last year's AGM resulted in votes of more than 20% against the company, with proxy voting group Glass Lewis recommending further opposition this year.
Another closely watched AGM is likely to be the one held by Countryside Properties (LSE:CSP) after the chief executive left with immediate effect on Thursday and the company agreed to appoint a representative of activist shareholder Browning West to the board.
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Among other forthcoming shareholders events, Marston's (LSE:MARS) is hosting its 134th AGM while Auction Technology Group (LSE:ATG) is hosting its first as a public company.
Countryside Properties
When: 12.30pm, Thursday 20 January
Where: The offices of Linklaters, One Silk Street, London EC2Y 8HQ
How to participate: Shareholders unable to attend the meeting can submit questions by email to AGM@cpplc.com before 12.30pm on Wednesday, 19 January. Proxy votes are required no later than 12.30pm on Tuesday, 18 January. More details on the AGM can be found here.
Who's in the chair? John Martin has been in the role since May, having previously been chief executive of plumbing distribution firm Ferguson. He is now interim chief executive after Iain McPherson left the company with immediate effect on Thursday.
How did the company do in the year to 30 September? House completions rose 33% to 5,385 and revenues lifted by 54% to £1.5 billion, helping adjusted earnings per share to recover 220% to 23.7p. In July, the company announced it would focus resources on its Partnerships division, with proceeds of £450 million from the sale of housebuilding assets to be returned to shareholders via buybacks up to September 2023. No dividends were declared in the year.
How did the company's shares perform in the year? Up 50% to 505.5p (326.8p on Thursday)
What's special about resolution 16? The group is changing its name to Countryside Partnerships but needs shareholder approval for this to take place.
How much was the boss paid? Iain McPherson quit on Thursday after worse-than-expected trading in the final three months of 2021. His salary was £522,750, having received a 3% rise in October. There had been plans to move his salary closer to the market rate, but these were shelved due to Covid-19. McPherson's total remuneration for the financial year came to £1.5 million, which included the award of 139.5% of his base salary through the annual bonus scheme. Part of this figure was deferred into shares for three years.
How did last year's AGM go? The advisory vote on the remuneration report was approved with 90.4% of votes in favour.
What's the view of voting agencies? Glass Lewis has raised concerns that the performance targets attached to long-term incentives are based solely on absolute measures, which may reflect economic factors beyond the control of executives rather than individual performance. Overall, it recommends that shareholders vote in favour of the remuneration report.
How is the coming doing on diversity targets? The board has two women, which at 29% is below the 33% recommended by the Hampton-Alexander review for FTSE 350 companies. On Thursday it appointed Peter Lee, a representative of major shareholder Browning West, to the board from 21 January, the day after the AGM. More new non-executive directors are expected in the coming months, with the company committed to enhancing the diversity of the board.
Mitchells & Butlers
When: 9am, Tuesday 25 January
Where: Mitchells & Butlers plc, Retail Support Centre, 27 Fleet Street, Birmingham B3 1JP
How to participate: The AGM is being held for the first time as a hybrid meeting, with the online Lumi platform enabling shareholders to follow the meeting, ask questions and vote on resolutions. Questions can also be submitted beforehand to www.mbplc.com/agm2022qs by 9am on Friday 21 January. Proxy voting forms are required by 9am, 23 January. More details on the AGM can be found here.
Who's in the chair? Food and drink industry veteran Bob Ivell has been on the company's board since May 2011.
How did the company do in the year to 25 September? Like-for-like sales declined 9.6% and this led to a loss per share of 11.5p, an improvement on the 23.6p the year before. The Harvester and Toby Carvery business did not declare a dividend but said that its strengthened balance sheet and return to cash generation left it well placed to regain momentum.
How did the shares perform? Up 98% to 267.8p (260p on Thursday)
How much is the boss paid? Chief executive Phil Urban received a 3% pay rise at the start of 2022, taking his basic salary to £551,500. The annual bonus scheme did not operate in 2020/21 but will be in place for the current financial year. Last year's AGM granted approval for the introduction of a non-performance based restricted share plan (RSP), under which a grant has been made to Urban in respect of the 2021/23 period set at 100% of base pay.
How did last year's AGM go? Almost a quarter of votes went against there-election of chairman Bob Ivell, who has been on the board for longer than the nine years recommended under the corporate governance code. There were also big votes against the re-election of Keith Browne, Eddie Irwin, Josh Levy and Ron Robson as representatives of the company's 57% shareholding group Odyzean. The 2018 corporate code requires at least half the board excluding the chair to be independent non-executive directors. The remuneration policy also failed to get support from 17.5% of votes, with 11.5% against the new restricted share plan.
What's the company's response to corporate governance concerns? Having previously reviewed the chairman's role in 2019, the company said Covid-19 meant it was not the right time to consider changes. It pointed to the benefits of Ivell's extensive industry experience and involvement with trade bodies. Robson is no longer a director but independent Susan Murray is leaving after the AGM, which creates further potential non-compliance in terms of board composition. Mitchells says the three Odyzean representatives are careful to ensure no conflict of interest, pointing out they are also fully aligned with the interests of other shareholders.
What's the view of voting agencies? Glass Lewis recommends voting against Ivell as the chair of the nomination committee. It notes that only one of the eight directors have tenures of less than five years and there have been no board appointments since early 2019. The group said: “We believe the composition of the board has stagnated and fallen afoul of best practice board composition without adequate justification.” The agency also recommends voting against the remuneration report after the chief financial officer was granted an RSP award of 100% of base salary, which is a narrower than expected gap to the previous performance-related long-term incentive plan. Mitchells says the move recognises the pivotal role played by Tim Jones in delivering the company's “particularly complex” equity raise in March.
How is the company doing on diversity targets? Gender diversity concerns are another reason Glass Lewis opposes Ivell's re-election. After three of the board's non-executive directors stepped down in July, the percentage of women on the board is 22% and below the recommended 33% for a FTSE 250 company. It has also not disclosed a plan for increasing board-level ethnic diversity in order to meet Parker review targets.
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Auction Technology Group
When: 10am, Tuesday 25 January
Where: The offices of Travers Smith, 10 Snow Hill, London EC1A 2AL
How to participate: Questions are requested by 10am on Friday 21 January and should be sent to investorrelations@auctiontechnologygroup.com. Proxy voting instructions must be received by the same time. More details on the AGM can be found here.
Who's in the chair? Breon Corcoran, who became chairman in 2020, is the former chief executive of Paddy Power Betfair.
How did the company do in the year to 30 September? Revenues of £70.1 million were 34% higher as the pandemic accelerated a structural shift online, with adjusted earnings per share more than trebling to 6.6p. The company, which listed on the stock market in February, also unveiled the acquisition of LiveAuctioneers, a North American marketplace for art and antiques.
How did the shares perform? Up 117% from the IPO price to 1,330p (1,244p on Thursday).
How much is the boss paid? The salary ofchief executive John-Paul Savant is £437,750 for the new financial year, an increase of 3%. The annual bonus scheme offers him up to 125% of basic salary, while there's an award of shares under the long-term incentive scheme at a level of 150% of salary. These shares will vest subject to earnings per share targets that require substantial growth over the three years to September 2024. In the shortened period from the company's IPO in February, Savant received an annual bonus of £310,000 and total remuneration of £580,000.
What's the view of voting agencies? Glass Lewis recommends shareholders support the advisory vote on the remuneration report and the binding vote on the company's new three- year remuneration policy. However, it has raised concerns that performance targets attached to awards under the long-term incentive plan are based upon a single metric.
How is the company doing on diversity targets? The company's board-level gender diversity is below the recommended 33%, with one woman out of the six posts. As well as striving for gender balance, it also aims to achieve the Parker Review recommendation for all FTSE 250 boards to have at least one director from an ethnically diverse background by 2024.
Marston's
When: 10am, Tuesday 25 January
Where: The Farmhouse at Mackworth, 60 Ashbourne Road, Derby DE22 4LY
How to participate: Proxy voting instructions must be received by 10am on Friday 21 January. More details on the AGM can be found here.
Who's in the chair? William Rucker, who is also chairman of Lazard, has led the board since October 2018.
How did the company do in the year to 2 October? The results reflect significant disruption from the pandemic and the impact of brewing operations being sold into a joint venture with Carlsberg. The underlying loss per share was 13.4p as revenues fell by almost half to £423.8 million. There was no dividend but the company reported a strong balance sheet, with £90 million of headroom remaining on a £280 million bank facility.
How did shares perform in the year? Up 102.6% to 83.5p (82.65p on Thursday).
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How much is the boss paid? Andrew Andrea became chief executive in October, when his base salary was set at £602,550 in a 53% increase versus his role as chief financial officer. His salary is slightly lower than the one that would have applied to predecessor Ralph Findlay. Recognising support received from the Government and the wider shareholder experience, no bonuses were paid in the most recent financial year. Pension contributions meant Findlay's total remuneration for the period came to £711,612.
What's the view of voting agencies? Glass Lewis has recommended shareholders support the advisory vote on the remuneration report.
How did last year's AGM go? The remuneration report received 86.4% of votes in favour.
How is the company doing on diversity targets? With three female directors, the company meets the recommendations of the Hampton-Alexander review.
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