Your vote counts: Wetherspoons among firms facing shareholder revolt  

None of shares are having a great time right now, and bosses at two of them are about to meet opposition over pay and the appointment of some directors.

A 26% pay rise for the boss of Kier are among next week's potential AGM flashpoints after Glass Lewis recommended shareholders vote against the infrastructure firm's remuneration report.

Kier Group (LSE:KIE) says the £750,000 a year salary for Andrew Davies is justified by the company's turnaround progress and comparisons in the sector. But the voting advisory group argues that smaller rises over a longer timeframe would have been preferable.

JD Wetherspoon (LSE:JDW) also holds its AGM next week, with the pubs chain under pressure over the re-election of two of its directors after more than the recommended nine years on the board.

JD Wetherspoon

When: 10am, Thursday 18 November

Where: etc. venues, 50-52 Chancery Lane, London, WC2A 1HL

How to participate: Proxy voting forms must be returned by 10am, Tuesday 16 November. Shareholders wishing to ask questions are requested to submit these by the same deadline so that the company can group together the most important issues to debate. Doing so “might also encourage institutional investors to attend”, chairman Tim Martin said in the AGM notice. More details can be found here.

Who's the chair? Tim Martin, who founded the company in 1979.

How did the company do in the year to 25 July? The pub chain's loss before tax widened to £155 million after the closure of sites for around 19 weeks as a result of the Covid-19 pandemic caused revenues to fall 38.8% to £772.6 million. There was no dividend payment.

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How much is the boss paid? The £638,000 salary of John Hutson, who joined the board in 1996, reduced by £51,000 after board members took voluntary pay cuts in light of Covid-related pub closures between November and March. There was no annual cash bonus but vesting under the company's share incentive plan took his total remuneration for the year to £813,000.

How did last year's AGM go? The remuneration report received 94.58% support, with the triennial vote on the remuneration policy getting 84.88%. There were votes of more than 15% against Debra van Gene and Sir Richard Beckett, who have served more than nine years on the board and so may not be considered independent under the corporate code.

What's the view of voting agencies? Glass Lewis recommends shareholders support the annual pay report, but is against the re-election of van Gene and Sir Richard, who head the remuneration and nomination committees respectively. Wetherspoon said the pair's performance as non-executive directors continues to be effective and that there is no association with management which could compromise their independence. 

How's the company doing on diversity targets? Board-level gender diversity of 25% is below the Hampton-Alexander review target of 33%. Glass Lewis said the company had failed to outline an approach to meeting the Parker review, which recommends that FTSE 250 firms have one director from an ethnic minority background by the end of 2024.

Kier

When: 10am, Friday 19 November

Where: Linklaters LLP, One Silk Street, London, EC2Y 8HQ

How to participate: Proxy voting instructions must be submitted by 10am on Wednesday 17 November. Shareholders unable to attend the AGM can submit questions beforehand via email to cosec@kier.co.uk. More details can be found here.

Who's the chair? Matthew Lester, previously finance director at Royal Mail and ICAP.

How did the company do in the year to 30 June? The infrastructure services and construction firm reported a bottom-line profit of £5.6 million, much improved from the loss of £225.3 million the previous year after benefiting from the strategic actions put in place in 2019. The order book of £7.7 billion covered 83% of expected 2022 revenues.

How much is the boss paid? Andrew Davies, who was appointed in 2019 after five years in charge of Wates, was awarded a 26% pay rise to £750,000 from July. Kier said Davies had met several milestones in the company's transformation and that his salary was significantly behind the level seen at some key competitors. Based on his old salary and including a bonus of £669,000, the total remuneration figure for Davies came to £1.3 million in 2020/21. 

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What's the view of voting agencies? Glass Lewis has recommended shareholders oppose the advisory vote on the remuneration report. It said it would prefer to see smaller increases in the chief executive's pay over a longer timeframe, noting that a large rise has a compounding effect on the value of short and long-term incentives. On this point, it is pleased that 50% of any bonus earned in the current year by Davies will be deferred into shares and that the company does not plan a further increase in salary over the rest of its three-year remuneration policy period.

How did last year's AGM go? The remuneration policy was approved with 97.81% of shareholder votes in favour, while the remuneration report got 98.02%.

How is the company doing on diversity targets? There are two female directors, which at 29% leaves the board short of the FTSE 350 target for 33%. One of Kier's aims for 2022 is to develop a diverse pool of internal candidates for future board and executive committee roles. 

PZ Cussons

When: 10.30am, Tuesday 23 November

Where: Radisson Blu Hotel Manchester Airport, Chicago Ave, Manchester M90 3RA

How to participate: Proxy voting forms should be submitted by 10.30am on Friday, 19 November. The deadline for submitting questions to PZCCommunications@pzcussons.com is on the same day. More details of the AGM can be found here.

Who is the chair? Caroline Silver, who has led the board since 2017. She has worked in investment banking for 30 years.

How did the company do in the year to 31 May?PZ Cussons' (LSE:PZC) Carex consumer products business reported an 11% rise in adjusted profits to £68.6 million during the first year of its turnaround strategy. The final dividend has been increased by 9% to 3.42p a share and will be paid on 30 November, making a total of 6.09p for the full year. 

How much is the boss paid? Jonathan Myers was appointed as chief executive in May 2020 on a salary of £575,000. The strong financial performance in the year, with revenue and profit growth across all regions, resulted in a bonus award of £862,500 and took his overall remuneration to £1.5 million. His salary was increased by 3% to £592,250 from September.

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What's the view of voting agencies? Glass Lewis has recommended shareholders vote in favour of the remuneration report.

How did last year's AGM go? The advisory vote on the remuneration report got 99.95% support, while the binding vote on the remuneration policy was backed with 91.74%.

How is the company doing on diversity targets? The percentage of women on the board is 44%. The company supports the recommendations of the Parker review and is committed to meeting a target of one director from an ethnic minority background by the end of 2024.