Synthomer PLC AGM Statement (5705Q)
22 Ottobre 2019 - 08:00AM
UK Regulatory
TIDMSYNT
RNS Number : 5705Q
Synthomer PLC
22 October 2019
LEI Number: 213800EHT3TI1KPQQJ56
Synthomer plc ("the Company") - 2019 AGM voting outcome update
statement
In its 2019 AGM results announcement, the Company reported that
all resolutions were passed, although there was a significant
minority vote against resolution 11 which related to the
re-election of Neil Johnson, the Chairman of the Company, as a
non-executive director. Total votes received in favour of this
resolution were 64.72%.
Following the AGM results, the Company has actively sought to
engage in dialogue with a number of significant shareholders who
voted against Neil's re-election and with a leading proxy voting
advisory body. The dialogue was initiated in order to better
understand the reasons behind the dissenting votes, which were
based on:
-- Concerns over Neil's availability to devote sufficient time
to carry out his responsibilities as Chairman of the Company ("over
boarding"); and
-- The absence of a commitment and plan by the Synthomer Board ("the Board") to implement the Hampton-Alexander Review Recommendation of 33% representation of women on the Board by the end of 2020) ("the Recommendation").
The Board has carefully considered the over boarding' concerns
which are understood to arise due to Neil's role as chair of two
other public company boards - QinetiQ Group plc (QinetiQ) and
Electra Private Equity plc (Electra). Whilst the Board acknowledges
that Neil's role as chairman of the QinetiQ board is a significant
commitment which should be counted as such this is not however
considered to be the case with his chairmanship of Electra. As
Electra has publicly stated, it is conducting a managed wind-down
of its final few investments and reducing overheads prior to
closing the fund which has currently resulted in it having only two
employees and requiring minimal input from Neil. Accordingly, the
Board strongly believes that Neil is an effective Chairman with
sufficient capacity to meet his commitments, and has no concerns
over his availability to deal with Company matters.
The Board adopted its current policy on diversity in 2014 and
has not recommended the setting of quotas for female or other
representation. The Board has appointed women to fill the most
recent two vacancies that have arisen for independent non-executive
directors resulting in female representation of 22.2% on the Board
since September 2018. In order to address both the Recommendation
and the need for the refreshment of independent non-executive
directors over the next 18 months in accordance with the provisions
of the UK Corporate Governance Code ("the Code") the Board has
decided to commit to the appointment of an additional female
independent non-executive director by the end of 2020. Whilst this
will increase the size of the Board in the short term to 10 it is
expected that the Board will reduce to 9 during the first half of
2021. It should be noted that the Board has two long standing male
non independent non-executive directors who are not subject to the
tenure requirements of the Code and who each continue to provide a
highly valued contribution.
The Board will continue to engage with shareholders on these
points as required and will set out further details of any such
dialogue and relevant justification for the re-election for all
members of the Board in the 2020 annual report and accounts and
associated documentation.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
AGMBGBDGBSDBGCB
(END) Dow Jones Newswires
October 22, 2019 02:00 ET (06:00 GMT)
Grafico Azioni Synthomer (LSE:SYNT)
Storico
Da Feb 2024 a Mar 2024
Grafico Azioni Synthomer (LSE:SYNT)
Storico
Da Mar 2023 a Mar 2024