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