AGM Information • Jun 30, 2022
AGM Information
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At the annual general meeting of the Company duly convened and held at Pasley-Tyler & Co. Ltd, 42 Berkeley Square, London W1J 5AW on 30 June 2022 at 11.00 am, the following ordinary and special resolutions were passed by shareholders by way of a poll.
The first resolution was to receive the Directors' report and the accounts of the Company for the year ended 31 December 2021.
The Directors' report, the accounts and the report of the Company's auditors on the accounts and on those parts of the Directors' Remuneration Report that were capable of being audited are contained within the 2021 Annual Report and Accounts which have been published on the Company's website https://www.evraz.com/en/investors/reports-andresults/annual-reports/.
It was also required to seek shareholder approval of the directors' remuneration policy.
A new policy, which incorporated changes for the Company's CEO, was put to vote at the 2022 AGM. The proposed policy is intended to apply for the next three years until the AGM in 2025. The proposed policy is broadly unchanged, save for the introduction of an LTIP for the CEO.
The 2006 Act requires that the Remuneration Policy Report be put to a binding vote by ordinary resolution at least every three years or sooner if there are changes required to the Remuneration Policy.
In accordance with the Company's Articles of Association and Provision 18 of the UK Corporate Governance Code, all Directors are required to submit themselves to annual reelection by Shareholders. Therefore, the Directors offer themselves for re-election to the Board and separate Resolutions are proposed for each of these re-elections.
The Company is facing serious challenges in its corporate governance and operating environment. All independent directors resigned from the Company's Board of Directors on 10 March 2022, and the Company's sanctioned status poses significant hurdle to engage independent directors. To continue operations of EVRAZ plc, the Company wished to propose to re-elect Aleksey Ivanov, the Company's CEO, and Nikolay Ivanov, the Company's CFO, as Directors of the Company.
The auditors of a company must be appointed or re-appointed at each general meeting at which the accounts are laid. Resolution 6 proposed, on the recommendation of the Audit Committee, which is described on page 133 of the 2021 Annual Report and Accounts, the re-appointment of Ernst & Young LLP as the Company's auditors, until the conclusion of the next general meeting of the Company at which accounts are laid.
This Resolution sought shareholder consent for the Board of Directors of the Company to set the remuneration of the Auditors.
Under the 2006 Act, the notice period required for all general meetings of the Company is 21 days, though Shareholders can approve a shorter notice period for general meetings that are not AGMs, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole. Shareholder approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
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