Invesco Perpetual UK Result of AGM
08 Giugno 2023 - 4:21PM
UK Regulatory
TIDMIPU
LEI: 549300K1D1P23R8U4U50
Invesco Perpetual UK Smaller Companies Investment Trust plc
Headline: Annual General Meeting Results
At the Annual General Meeting of the Company held on 8 June 2023, shareholders
approved the following resolutions:
Ordinary Business
Ordinary Resolutions
1. to receive and consider the Annual Financial Report for the year
ended 31 January 2023;
2. to approve the Directors' Remuneration Policy;
3. to approve the Annual Statement and Report on Remuneration for the
year ended 31 January 2023;
4. to approve the payment of a final dividend as recommended;
5. to re-elect Bridget Guerin as a Director of the Company;
6. to re-elect Graham Paterson as a Director of the Company;
7. to re-elect Mike Prentis as a Director of the Company;
8. to re-appoint the auditor, Ernst & Young LLP;
9. to authorise the Audit Committee to determine the auditor's
remuneration;
Special Business
Ordinary Resolution
10. to authorise the Directors to allot securities;
Special Resolutions
11. to authorise the Directors to allot securities for cash, disapplying
statutory pre-emption rights;
12. to renew the Directors' authority to purchase shares of the Company
in the market for cancellation or for holding in Treasury within the parameters
specified; and
13. that the period of notice required for general meetings of the
Company (other than AGMs) shall be not less than 14 days.
All resolutions were passed on a show of hands.
A breakdown of the proxy votes registered is shown below.
Resolution Votes For % Votes Against % Votes
Withheld
(including votes at
the discretion of the
Chairman)
1*. 7,650,196 76.61 2,335,168 23.39 2,969
2. 9,757,719 97.93 206,676 2.07 23,938
3. 9,774,715 98.09 190,251 1.91 23,367
4. 9,976,604 100.00 0 0 11,729
5. 9,438,063 94.69 529,149 5.31 21,121
6. 9,545,142 95.72 427,270 4.28 15,921
7. 9,704,097 97.25 274,015 2.75 10,221
8.* 7,620,121 76.42 2,351,898 23.58 16,314
9. 9,975,552 99.96 4,461 0.04 8,320
10. 9,951,821 99.87 12,647 0.13 23,865
11. 9,930,392 99.69 31,204 0.31 26,737
12. 9,362,523 93.98 600,193 6.02 25,617
13. 9,969,585 99.85 15,302 0.15 3,446
* In relation to Resolutions 1 and 8, a significant proportion of the vote
against came from one shareholder which votes in line with the recommendations
of a shareholder advisory consultancy (PIRC).
The Board, through the Company Secretary, has engaged with the shareholder
advisory consultancy to allay their concerns and communication with the
shareholder will be ongoing.
In relation to Resolution 1, PIRC has recommended opposition to receipt of the
annual report where the fund manager is also providing company secretarial
services due to the view that the interests of the fund manager are considered
to be in conflict with those of shareholders and the company due to the
management fees. It has been explained to PIRC that the provision of company
secretarial services by the same group that provides fund management services
has always been commonplace in the UK investment trust industry. There is no
evidence of this compromising standards of governance or reporting, or creating
conflicts which compromise the efficacy or independence of the board. The Board
is responsible for selecting and monitoring third-party suppliers, including
appointing the fund manager and a company secretary. Where a manager is not
meeting shareholders' needs the board can change the manager and appoint a
different management group, renegotiate the management fees, or even wind up
the company.
In relation to Resolution 8, PIRC does not recommend the re-appointment of
Ernst & Young LLP (EY) as the Company auditor. PIRC's view is based on their
assertion that EY (and other audit firms), in continuing to adhere to the
International Auditing and Assurance Standards Board (IAASB) guidelines are
failing to address what PIRC views as an 'expectations gap' in relation to
corporate fraud between professional standards for auditors as set out by the
IAASB and what the public and Courts expect. In the absence of a statement from
EY acknowledging an 'expectations gap', PIRC has recommended a vote against
EY's re-appointment. The Company has discussed this with EY and continues to
be of the view that they should remain as the Company's appointed auditor.
The Company has 33,826,929 ordinary shares of 20p each in issue, of which
19,382,155 shares are held in Treasury. On a poll these carry one vote per
share and accordingly the total voting rights are 33,826,929. The above tables
represent the number of votes registered.
The proxy votes lodged with the Registrar will be available via the Company's
website at:
www.invesco.co.uk/ipukscit
In accordance with Listing Rule 9.6.2, copies of the resolutions that were
passed at the annual general meeting, which do not constitute ordinary business
will shortly be available for inspection via the National Storage Mechanism:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Board Succession
The Company confirms that as previously announced, Jane Lewis has retired as a
Director and Chairman of the Company at the conclusion of the Annual General
Meeting. Bridget Guerin has been appointed Chairman of the Board and of the
Nomination Committee and Mike Prentis has taken over as Senior Independent
Director and as Chairman of the Management Engagement Committee.
As previously announced, Simon Longfellow will be appointed as a Non-Executive
Director of the Company with effect from 1 July 2023.
Invesco Asset Management Limited
Corporate Company Secretary
8 June 2023
END
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