Your vote counts: Darktrace, Renishaw, CVS

There are no objections to director pay at this trio, but none are perfect. Here's where shareholders may raise objections.

Newly listed AI cyber security firm Darktrace (LSE:DARK) and long-standing stock market incumbent Renishaw (LSE:RSW) will be among the companies staging their AGMs next week.

The maiden gathering of Darktrace shareholders will reflect on what's been a roller coaster few months for the Cambridge-based company since its IPO in late April, including promotion to the FTSE 100 index and then a subsequent sharp fall in its valuation.

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The year has also been a notable one for precision engineer Renishaw after founders Sir David McMurtry and John Deer failed to find a suitable new owner for the 48-year-old business. It also joined the FTSE 100 for the first time in a short-lived stay.

Darktrace

When: 9am, Wednesday 24 November

Where: Latham & Watkins 99 Bishopsgate, London, EC2M 3XF,

How to participate: proxy voting forms must be returned by 9am on Monday 22 November. They can also be submitted electronically by visiting www.sharevote.co.uk. More details can be found here.

Who is in the chair? Gordon Hurst, former Capita finance director.

How did the company do in the year to 30 June? Revenues rose 41.3% to $281.3 million (£209 million) after the cyber security firm increased its customer numbers by 45.3% to 5,605. Underlying earnings fell 65% to $2.7 million (£2 million) as a result of IPO costs such as new pay structures. There was positive cash flow before financing activities, but no dividend.

How much is the boss paid? Chief executivePoppy Gustafsson (pictured below) is on a salary of £475,000, with an annual bonus opportunity worth 150%. The report only covers the three months since the IPO date on 30 April, with her total remuneration for the period coming to £161,973 based on a salary of £77,331 and annual bonus of £81,300. Prior to the IPO, Gustafsson received long-term share awards with a face value of more than £7 million, subject to performance conditions over a one-year period.

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What's the view of voting agencies? Glass Lewis is concerned the company's performance share plan is measured against total shareholder return rather than across multiple metrics. Overall, it believes the implementation of the remuneration policy to be supportable.

How is the company doing on diversity? The percentage of women on the board is in line with the 33% recommended by the Hampton-Alexander review. Glass Lewis said it believed that the company had failed to outline an approach to increasing board-level ethnic diversity or to acknowledge the Parker review.

Renishaw

When: 10am, Wednesday 24 November

Where: Renishaw headquarters at New Mills, Wotton-under-Edge, Gloucestershire, GL12 8JR

How to participate: Shareholders wishing to attend are asked to notify Renishaw2021AGM@equiniti.com. Answers to previously submitted shareholder questions will be published by today. Proxy voting forms need to be submitted no later than 10am on Monday, 22 November. More details can be found here.

Who is in the chair? Sir David McMurtry, who co-founded the high-precision metrology and healthcare technology business in 1973 with John Deer.

How did the company do in the year to 30 June? Revenues were 11% higher at £565.6 million and adjusted profits up 146% to£119.7 million, resulting in a reinstated dividend of 52p a share for payment on 29 November. A formal sale process was concluded in July after failing to find a suitable buyer, with Sir David and deputy chairman Deer insisting they are still committed to the business.

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How much is the boss paid? Will Lee, who has been chief executive for three years, got a 20% pay rise to £670,000 from July, reflecting greater responsibilities after Deer moved to a non-executive role and his performance added value to the company. Renishaw describes its remuneration as “conservative and simple” with no long-term incentive scheme. However, an annual bonus worth up to 150% of base salary did result in Lee receiving £842,000 in cash and shares for a total remuneration figure of £1.5 million in the year. Sir David waived his salary of £715,000 as executive chairman but did receive a cash bonus equivalent to his base pay.

How did last year's AGM go? The remuneration policy was approved with 92.78% of votes and the annual remuneration report got 97.87% support. However, a quarter of votes went against the re-election of Sir David and Deer. They are controlling shareholders owning 53% of the company but have faced calls to provide greater protection to minority shareholders.

How is the company doing on diversity? The proportion of women on the board is currently 25%, below the 33% recommended under the Hampton-Alexander review. The company supports the aims of the Parker review, where companies should aspire to have at least one director from an ethnic minority background by the end of 2024.

What's the view of voting agencies? Glass Lewis raises governance and gender diversity concerns over the re-election of Sir David, who is chair of the nomination committee. The issue of minority shareholder protection is also highlighted for opposition to Deer's re-election. Glass Lewis is in favour of the remuneration report and says the big pay rise awarded to Lee does not warrant shareholder action. This is because Lee's salary was set below the market rate on his promotion in 2018 and he has only received one 2% pay rise since then.

CVS Holdings

When: 11am, Wednesday 24 November

Where: The Pennoyer Centre, Station Road, Pulham St Mary, Norfolk, IP21 4QT

How to participate: shareholders should register their attendance in advance by sending an email titled ‘AGM 2021 – Attendance’ to company.secretary@cvsvets.com. Due to Covid-19 concerns, the company is encouraging shareholders to vote on resolutions in advance. Proxy votes must be received by 11am on Monday 22 November. More details can be found here.

Who is in the chair? Richard Connell, who has led the board of the AIM-listed company since September 2007.

How did the company do in the year to 30 June? The veterinary services business, which employs 7,200 staff through more than 500 practices, reported that pre-tax profits jumped to £33.1 million after revenues rose 19.2% to £510.1 million. The performance and strong cash generation is set to result in shareholders receiving a final dividend of 6.5p a share.

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How much is the boss paid? Richard Fairman, who waspromoted to chief executive in November 2019, saw his basic salary increase in January by 2% to £408,000. He got his full bonus after financial targets were significantly exceeded in the financial year, the first such award for executives since 2017. Including the vesting of long-term share awards, his total remuneration came to £1.1 million.  Chief financial officer Robin Alfonzo got a 60% pay rise to £265,000 from January, bringing his salary in line with the pay of two previous incumbents.

How did last year's AGM go? The remuneration report attracted fewer than 80% of votes, prompting CVS to introduce a two-year holding period on future long-term incentive plan awards. More than 20% of votes were also against the reappointment of Richard Connell, who has since stepped down from all committees to ensure they are viewed as fully independent.

What's the view of voting agencies? As an AIM-listed entity, the company is not required to seek shareholder approval of its remuneration report. Glass Lewis recommends shareholders vote in favour, having noted the changes made by the company since last year's AGM vote.  

How is the company doing on diversity? There are two women on the eight-strong board, with one director from an ethnic minority background.