AGM Information • Mar 17, 2023
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your holding of ordinary shares in Drax Group plc please forward this document and the accompanying documents (but not the personalised Form of Proxy), as soon as possible, to the purchaser or the transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
TO BE HELD AT 12.30PM ON WEDNESDAY 26 APRIL 2023 AT ETC.VENUES ST PAUL'S, 200 ALDERSGATE, LONDON, EC1A 4HD
For shareholders, a Form of Proxy is enclosed with this document. Whether or not you propose to attend the AGM (either in person or online), you are requested to complete and submit a Form of Proxy to the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA to arrive by no later than 12.30pm on Monday 24 April 2023.
If you hold shares in CREST you may appoint a proxy by completing and transmitting a CREST proxy instruction to Equiniti Limited (CREST participant ID RA19) so that it is received by no later than 12.30pm on Monday 24 April 2023.
The return of a completed Form of Proxy or CREST proxy instruction will not prevent you from attending the AGM and voting on the day if you wish to do so.
| Contents | |
|---|---|
| This document contains: | Page |
| Part A Letter from the Chair | 1 |
| Part B Notice of the Annual General Meeting | 3 |
| Part C Explanatory notes to the Notice of the AGM | 5 |
| Part D Administrative notes relating to the AGM | 9 |
| Part E Definitions | 13 |
| Part F Skills and experience of the Board | 14 |
| Appendix 1 – Information for the day: User guide to joining the AGM online | 16 |
| Record date for entitlement to the final dividend | 21 April | |
|---|---|---|
| Latest time for receipt of Forms of Proxy and CREST proxy instructions to be valid at the AGM | 12.30pm on 24 April | |
| AGM | 12.30pm on 26 April | |
| Dispatch of the final dividend warrants and tax vouchers | 18 May | |
| Payment date for the final dividend | 19 May |
Registered Office: Drax Power Station Selby North Yorkshire YO8 8PH Registered in England and Wales Number 5562053
Philip Cox CBE (Chair) Will Gardiner (CEO) Andy Skelton (CFO) David Nussbaum Erika Peterman John Baxter CBE Kim Keating Nicola Hodson Vanessa Simms
16 March 2023
I am pleased to enclose the Notice of the AGM of Drax Group plc (the Company or Drax), which will be held at 12.30pm on Wednesday 26 April 2023 at etc.venues St Paul's, 200 Aldersgate, London EC1A 4HD. The Notice of the AGM is set out in Part B on pages 3 and 4.
I am very pleased to be able to invite you to attend the meeting either in person or online by logging on to https://web.lumiagm.com. A user guide detailing the arrangements on how to join, submit questions and vote at the meeting online is set out in Appendix 1 on pages 16 and 17.
Your vote is important to us. All votes will be by poll, which means that each share carries one vote and all votes count, and we strongly encourage you to vote in advance or to appoint the Chair as your proxy by submitting your enclosed Form of Proxy by post or electronically as further detailed in Part D on pages 9 to 12.
The explanatory notes to the Resolutions are set out in Part C on pages 5 to 8.
A copy of the Company's Annual Report and Accounts for the year ended 31 December 2022 is now available on our website at www.drax.com/investors/announcements-events-reports/annual-reports-and-accounts/. Our website is one of the means by which we communicate with our shareholders. As well as the Annual Report and Accounts, you can find further information about our carbon negative ambitions and progress, our approach to sustainability, the latest news and press releases, investor presentations and dividend history. You can sign up for news alerts about Drax on our website www.drax.com by selecting 'Subscribe'.
If you have requested to receive a hard copy of the Annual Report and Accounts, this is enclosed. If you no longer wish to receive a hard copy, and instead wish to receive communications electronically, please contact our Registrar, Equiniti, on 0371 384 2030 from within the UK or +44 121 415 7047 from outside the UK (lines are open from 8.30am to 5.30pm, Monday to Friday – excluding public holidays in England and Wales).
Any changes to the arrangements for the meeting will also be communicated to shareholders via our website as soon as possible, and shareholders are encouraged to monitor www.drax.com/investors/announcements-events-reports/agms-and-general-meetings/ for updates.
The Policy sets out the Company's forward-looking policy on Directors' remuneration and is subject to a binding shareholder vote by ordinary resolution at least once every three years. Drax has continued to evolve since the last full review of the Directors' Remuneration Policy in 2020.
To ensure that our approach to remuneration supports the strategy, in 2022 the Remuneration Committee undertook a full review of the existing policy, taking into account the Group's ambitious growth strategy, shareholder feedback on the current policy, the UK Corporate Governance Code and wider best practice. Our principal aims are to ensure that executive pay is closely linked to Group performance, underpins our purpose of enabling a zero carbon, lower cost energy future and aligns reward with delivering the strategy.
Following this review, we are inviting you to approve our proposed new Policy this year, further details of which can be found on pages 135 to 146 of the Annual Report and Accounts.
Whether or not you propose to attend the AGM in person or online, you are requested to:
If you hold shares in CREST you may appoint a proxy by completing and transmitting a CREST proxy instruction to Equiniti Limited (CREST participant ID RA19) so that it is received by no later than 12.30pm on Monday 24 April 2023.
The return of a completed Form of Proxy will not prevent you from attending and voting at the AGM in person or online should you choose to do so.
Voting on each of the Resolutions to be put to the AGM will be by poll so that all votes are included whether or not the shareholder is able to attend the meeting.
The results of the voting at the meeting will be announced to the London Stock Exchange as soon as practicable following the meeting and will also appear on the Company's website www.drax.com/investors/announcements-events-reports/regulatory-news-alerts/.
The Company has included on the Form of Proxy a 'Vote withheld' option in order for shareholders to abstain from voting on any particular Resolution. You should note, however, that a 'Vote withheld' is not a vote in law and will not be counted in determining the proportion of votes cast 'For' and 'Against' a Resolution on a poll.
The Directors of the Company consider that the Resolutions to be put to shareholders at the AGM are in the best interests of the Company and its members as a whole.
Accordingly, the Directors unanimously recommend that you vote in favour of all the proposed Resolutions as they intend to do so in respect of their own beneficial interests.
Yours sincerely
Philip Cox CBE Chair
Notice is hereby given that the Annual General Meeting (AGM) of Drax Group plc (the Company) will be held at 12.30pm on Wednesday 26 April 2023 at etc.venues St Paul's, 200 Aldersgate, London EC1A 4HD.
The shareholders of the Company are asked to consider and, if thought fit, pass Resolutions 1 to 17 as ordinary Resolutions, and to consider and, if thought fit, pass Resolutions 18, 19, 20 and 21 as special Resolutions.
a. make political donations to political parties and/or independent election candidates, as defined in Sections 363 and 364 CA 2006, not exceeding £100,000 in total; and/or
b. make political donations to political organisations other than political parties, as defined in Sections 363 and 364 CA 2006, not exceeding £100,000 in total; and/or
in each case provided that the aggregate amount of any such donations and expenditure shall not exceed £125,000.
This authority shall commence on the date of the passing of this Resolution and remain in force until the conclusion of the 2024 AGM (or, if earlier, until the close of business on 30 June 2024).
The authorities conferred on the Directors under paragraphs (a) and (b) above shall commence on the date of the passing of this Resolution and remain in force until the conclusion of the 2024 AGM (or, if earlier, until the close of business on 30 June 2024), save that under each authority the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred hereby had not expired.
such authority to expire at the end of the 2024 AGM (or, if earlier, until the close of business on 30 June 2024) but, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
That, if Resolution 17 above is passed, the Directors be authorised in addition to any authority granted under Resolution 18 above, to allot equity securities (as defined in CA 2006) for cash under the authority conferred by Resolution 17 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 CA 2006 did not apply to any such allotment or sale, such authority to be limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £4,633,277, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles as revised in November 2022, such authority to expire at the end of the 2024 AGM (or, if earlier, until the close of business on 30 June 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
By order of the Board
Group Company Secretary Drax Group plc, Drax Power Station, Selby, North Yorkshire, YO8 8PH
16 March 2023
The Directors are required to present to the meeting the Annual Report and Accounts for the financial year ended 31 December 2022. This includes: (i) the audited accounts; (ii) the Directors' report; (iii) the Strategic report; and (iv) the report of the auditor of the Company on the audited accounts and the auditable part of the Directors' Remuneration Report. A separate Resolution seeks approval by the shareholders of the Directors' Remuneration Report, which vote is advisory in nature.
Resolution 2 seeks shareholder approval for the annual statement to shareholders by the Chair of the Remuneration Committee and the Annual Report on Remuneration which can be found on pages 127 to 157 of the Annual Report and Accounts. The Annual Report on Remuneration gives details of the implementation of the Company's existing Directors' Remuneration Policy in terms of the payments and share awards made to the Directors in connection with their performance and that of the Company in respect of the year ended 31 December 2022. This vote is advisory and will not affect the way in which the Directors' Remuneration Policy has been implemented.
The Company's auditor during the year, Deloitte LLP, has audited those parts of the Directors' Remuneration Report that are required to be audited and their report can be found on pages 167 to 175 of the Annual Report and Accounts.
Resolution 3 seeks shareholder approval for the Directors' Remuneration Policy. The Remuneration Committee believes that the proposed changes strengthen the alignment of executive remuneration with delivery of the business strategy and shareholder value.
A summary of the key changes to the Policy are highlighted below. For further information on the proposed Policy, please see pages 136 to 146 of the Annual Report and Accounts.
| Element | Summary of changes | Rationale |
|---|---|---|
| Base salary | • Adopt consistent wording for the ability to move base salaries to the market rate where Executive Directors are either (i) an external appointment made on a below market base salary; or (ii) an internal promotion on a below market base salary. |
• The change aligns Drax with standard FTSE 350 market practice. The default base salary increase for Executive Directors remains an increase up to the rate typically applied to the workforce. Where the quantum increase exceeds the norm, an explanation will be provided by the Remuneration Committee. |
| Annual bonus | • Simplifying the wording on the choice of performance metrics. The majority of the annual bonus must still be earned based on performance against financial targets as opposed to the current approach that defined a set percentage of the bonus (60%) as being subject to financial targets. • Simplification of current approach to that part of annual bonus which is deferred in shares. The change will specify that 40% of any annual bonus earned is deferred into the Company's shares. This approach replaces the prevailing more complex approach whereby 100% of any bonus earned against strategic targets takes place subject to 40% of the total bonus outcome being deferred. • Removal of the two-year holding period on deferred bonus shares so that any deferred shares that vest will be released at the end of the three-year vesting period. These shares will need to continue to be held (as a minimum on a net of tax basis) until the Company's share ownership guidelines have been met. |
• The changes to the operation of the annual bonus plan align Drax with standard FTSE 350 market practice. • Requiring at least half the bonus to be subject to financial targets provides greater flexibility for the Remuneration Committee in operating the annual bonus plan and mirrors standard market practice. • The current approach to bonus deferral was overly complex with differing proportions of the parts of the bonus subject to financial and strategic targets taking place dependent upon the level of bonus earned against each measure. This was administratively complex with the change simplifying the deferral process. • Deferring a proportion of any bonus into shares which vest at a future date is standard practice. Holding periods are not typically applied to deferred share bonus awards at the point of release. To note, the holding period will continue to apply to shares vesting under the Long-Term Incentive Plan (LTIP). The change brings the Company into line with standard FTSE 350 market practice. |
| Pension | • The policy is being updated to reference that Executive Director pensions are now aligned with the rate typically provided to the UK wider workforce for new joiners at 10% of base salary. |
• The change conforms the policy with institutional investors best practice expectations with Executive Director pensions being reduced to the rate typically provided to the UK wider workforce of 10% from their prior rates of 20% (CEO) and 16% (CFO) of base salary. |
| Element | Summary of changes | Rationale |
|---|---|---|
| LTIP | • The overall LTIP structure remains the same. | • N/a |
| Non-Executive Directors |
• The changes to the current Policy provide flexibility for the Company to provide a limited range of benefits and travel allowances to Non-Executive Directors. • The Policy will also specify that the default is to increase Non-Executive Directors' base fees at a rate that is up to the rate typically applied to the UK wider workforce |
• The changes to the Non-Executive Directors' Policy mirror standard practice for FTSE 350 companies with an international footprint. • The ability to provide a limited range of benefits and allowances will ensure that Drax has the flexibility to appoint international Non-Executive Directors of an appropriate calibre to support Drax through the next phase of its development. The change will enable Drax to provide support to Non-Executive Directors (specifically from outside the UK) in relation to initial set up and ongoing support with filing tax returns such that this is cost neutral to the individual. • Introducing the ability to increase Non-Executive Director fees up to the rate of increase awarded to the wider workforce brings the Company's Policy into line with standard market practice. |
If Resolution 3 is approved, the Directors' Remuneration Policy will be effective immediately following the meeting. If shareholders do not approve the revised Remuneration Policy for any reason, the Company will continue to make payments to Directors and former Directors (in their capacity as Directors) under the existing Directors' Remuneration Policy approved on the 22 April 2020 and will seek shareholder approval for a revised policy at the 2024 AGM.
Resolution 4 seeks shareholder approval to pay the final dividend of 12.6 pence per ordinary share, which is recommended by the Directors for payment to those shareholders who are on the Register of the Company at 6.30pm on 21 April 2023. If approved by shareholders at the AGM, the final dividend will be paid on 19 May 2023.
In accordance with the Company's articles of association, and in line with the recommendations of the UK Corporate Governance Code (the Code), each of the Directors will retire and offer themselves for re-election by shareholders.
The skills and experience for each of the Directors are set out in Part F of this Notice (and on pages 97 to 99 of the Annual Report and Accounts).
The Board has determined that all of the Non-Executive Directors being proposed for re-election are independent in character and judgement, and there are no relationships or circumstances which are likely to affect, or could appear to affect, their independence.
During 2022, the Board completed an externally-led evaluation of the performance of both the Board as a whole and of individual Directors. Following that evaluation, the Chair is satisfied that the performance of each Director standing for re-election continues to be effective and that each Director continues to demonstrate commitment to the role. A separate assessment of the
performance of the Chair was conducted, led by the Senior Independent Director, which concluded that the performance of the Chair continues to be effective, and the Chair continues to demonstrate commitment to the role and has the time required to devote to the performance of the function of Chair. More information about this can be found on pages 107 and 108 of the Annual Report and Accounts.
The Company must appoint or re-appoint an auditor at every general meeting at which accounts are presented and it is normal practice for the Company's Directors, acting through the Audit Committee, to be authorised to determine the auditor's remuneration.
The Board further recommend that Deloitte LLP be appointed as auditor of the Company for the year ending 31 December 2023. Deloitte LLP has advised its willingness to continue in office as auditor of the Company.
Part 14 of the CA 2006 contains restrictions on companies making political donations or incurring political expenditure.
Drax is a politically neutral organisation and did not make any political donations or incur any political expenditure (within the ordinary meaning of those words) in 2022.
It is not the policy of the Company to make donations to political parties, and the Directors have no intention of changing that policy. However, the CA 2006 defines political donations and political expenditure terms very widely. This means that activities that form part of the normal relationship between the Company and bodies concerned with policy review, law reform and other business matters affecting the Company, which might not be thought to be political expenditure in the usual sense, could require shareholders' consent under the CA 2006.
In view of the broad wording adopted in the CA 2006, and the Board's wish to avoid any inadvertent infringement of it, it is seeking shareholders' consent for the Company, and any wholly owned subsidiary company, to incur total annual expenditure for such purposes, provided that the aggregate amount of any such donations and expenditure shall not exceed £125,000, in order that the Company may continue to engage with regulators and policymakers without inadvertently breaching the applicable legislation. Further information on how the Company engaged with political parties in 2022 can be found on pages 29 and 160 of the Annual Report and Accounts, and the Political Engagement Policy is available on our website at www.drax.com/about-us/ corporate-governance/compliance-and-policies/drax-politicalengagement-policy/.
It is the intention that the Company will seek to renew this authority, if appropriate, at each subsequent AGM.
Resolution 17 seeks renewal of the Directors' authority to allot shares, as required under Section 551 CA 2006. Upon the passing of Resolution 17, the Directors will have authority (pursuant to paragraph (a) of the Resolution) to allot shares up to an aggregate nominal value of £15,444,255, which is approximately one-third of the issued ordinary share capital of the Company (excluding treasury shares) as at 1 March 2023 (being the latest practicable date before the publication of this Notice). This authority will expire immediately following the AGM in 2024 or on 30 June 2024, whichever is the earlier.
In addition, in accordance with the Investment Association Share Capital Management Guidelines (which set out the expectations of institutional investors in relation to, among other things, the authority of Directors to allot shares), upon the passing of Resolution 17, the Directors will have authority (pursuant to paragraph (b) of the Resolution) to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to a maximum nominal value of £30,888,510, as reduced by the nominal amount of any shares issued under paragraph (a) of Resolution 17.
This amount (before any reduction in respect of issuances under paragraph (a)) represents approximately two-thirds of the Company's issued ordinary share capital (excluding treasury shares) as at 1 March 2023 (being the latest practicable date before the publication of this Notice). This authority will also expire immediately following the AGM in 2024 or on 30 June 2024, whichever is the earlier. In line with guidance issued by the Investment Association, Resolution 17 will give the Directors authority to allot ordinary shares representing up to approximately two-thirds of the Company's current issued share capital pursuant to a rights issue.
The Directors will continue to seek to renew these authorities at each AGM, in accordance with current best practice from time to time. The Directors have no current plans to exercise this authority, except in connection with employee share plans, but consider it prudent to have the flexibility that this authority provides.
As at 1 March 2023, being the latest practicable date before publication of this Notice, the Company held 13,841,295 treasury shares, which represented 3.34% of the Company's issued share capital at that date.
If the Directors wish to exercise the authority granted under Resolution 17 and offer shares (or sell any shares which the Company may purchase and elect to hold as treasury shares) for cash, the CA 2006 requires that, unless shareholders have given specific authority for the waiver of their statutory pre-emption rights, the new shares must be offered first to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interests of the Company to allot new shares (or to grant rights over shares) for cash without first offering them to existing shareholders in proportion to their holdings.
Resolution 18 will authorise the Directors to do this by allowing the Directors to allot shares for cash: (i) by way of a rights issue (subject to certain exclusions); (ii) by way of an open offer or other offer of securities (not being a rights issue) in favour of existing shareholders in proportion (as nearly as may be practicable) to their shareholdings (subject to certain exclusions) and (iii) otherwise than under (i) or (ii), up to an aggregate nominal value of £4,633,277 which is equivalent to approximately 10% of the issued ordinary share capital of the Company (excluding treasury shares) on 1 March 2023 (being the latest practicable date prior to the publication of this Notice). The Resolution also applies to the sale and re-issue of ordinary shares held as treasury shares by the Company. As at 1 March 2023, being the latest practicable date before the publication of this Notice, the Company held 13,841,295 treasury shares.
The authority sought is in line with institutional shareholder guidance, including the Pre-Emption Group's Statement of Principles as revised in November 2022 (the Statement of Principles). The Directors acknowledge the provisions of the Statement of Principles and confirm that the Board will follow the general principles set out therein.
If approved by the shareholders, the authority contained in Resolution 18 will expire on the earlier of the conclusion of the AGM in 2024 or on 30 June 2024. The Directors intend to renew such power at successive AGMs, in accordance with current best practice.
The Directors have no current plans to exercise this authority but consider it prudent to preserve maximum flexibility for the future whilst ensuring that existing shareholders' interests are protected in line with institutional investor body guidance.
Resolution 19 authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, in addition to the authority set out in Resolution 18, in connection with the financing (or refinancing, if the authority is to be used within 12 months of the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding 12-month period and is disclosed in the announcement of the allotment.
The authority under Resolution 19 is limited to an aggregate nominal value of £4,633,277 which is equivalent to approximately 10% of the issued ordinary share capital of the Company (excluding treasury shares) on 1 March 2023 (being the latest practicable date prior to the publication of this Notice).
The Resolution also applies to the sale and re-issue of ordinary shares held as treasury shares by the Company. As at 1 March 2023, being the latest practicable date before the publication of this Notice, the Company held 13,841,295 treasury shares.
The authority sought is in line with institutional shareholder guidance, including the Statement of Principles. The Directors acknowledge the provisions of the Statement of Principles and confirm that the Board will follow the general principles set out therein.
If approved by the shareholders, the authority contained in Resolution 19 will expire on the earlier of the conclusion of the AGM in 2024 or on 30 June 2024. The Directors intend to renew such power at successive AGMs, in accordance with current best practice.
As with Resolution 18, the Directors have no current plans to exercise this authority, but consider it prudent to preserve maximum flexibility for the future whilst ensuring that existing shareholders' interests are protected in line with institutional investor body guidance.
Resolutions 18 and 19 have been separated in accordance with the guidance issued by the Pre-Emption Group.
Resolution 20 is to authorise the Company to buy back up to 40,108,970 ordinary shares. The authority will expire at the conclusion of the 2024 AGM or, if earlier, on 30 June 2024. The Directors intend to seek renewal of this power at subsequent AGMs in accordance with current best practice.
Resolution 20 specifies the maximum number of ordinary shares which may be purchased (representing 10% of the Company's issued ordinary share capital as at 1 March 2023) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the CA 2006 and the Listing Rules.
The Directors have no present intention of exercising this authority, other than in relation to employee share plans or where it is considered appropriate in order to return value to shareholders. The granting of this authority should not be taken to imply that any ordinary shares will be purchased. Except in relation to the above, no purchase of ordinary shares will be made unless it is expected that the effect will be to increase earnings per share and the Directors consider it to be in the best interests of shareholders.
Under the CA 2006, the Company is allowed to hold its own shares in treasury following a buy back, instead of having to cancel them. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively (including pursuant to the authority under Resolution 17 above) and provides the Company with additional flexibility in the management of its capital base. The Company currently holds 13,841,295 shares in treasury following a buy back programme between April 2018 and January 2019.
Such shares may be re-sold for cash but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. If the Directors exercise the authority conferred by Resolution 20, the Directors intend to hold such shares in treasury, but will assess which option to pursue at the relevant time and form a decision.
The total number of options to subscribe for, and awards over, shares, outstanding at 1 March 2023, being the last practicable date before the publication of this Notice was 16,761,392. This represents approximately 4.18% of the issued share capital (excluding treasury shares) at that date. If the Company was to buy back the maximum number of ordinary shares permitted pursuant to this Resolution then the total number of options to subscribe for ordinary shares, outstanding at 1 March 2023, would represent approximately 4.64% of the reduced share capital (excluding treasury shares) at that date.
Of the total share options outstanding as at 1 March 2023 (16,761,392), an aggregate number of approximately 9.7m are expected to vest in 2023 under the Company's various share plans. This includes approximately 6.8m under the all UKemployee Sharesave Plan which matures in June 2023 when the three year savings contract period concludes for approximately 900 participating employees. More information on outstanding awards and associated share-based payments can be found in note 6.2 to the Consolidated financial statements in the Annual Report and Accounts for the year ended 31 December 2022.
Resolution 21 is a resolution to allow the Company to hold general meetings (other than AGMs) on 14 clear days' notice.
The Shareholders' Rights Regulations state that the notice period required for general meetings of the Company is 21 clear days, unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice.
In order to preserve the Company's ability to call general meetings (other than an AGM) on 14 clear days' notice, Resolution 21 seeks such approval. 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.
The CA 2006 requires that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. The Company provides this facility currently and would do so at any such meeting (see Part D of this document for the Company's arrangements for electronic voting).
The telephone helpline service will be available between 8.30am and 5.30pm Monday to Friday – excluding public holidays in England and Wales.
The telephone helpline service will not be able to provide legal, financial or personal taxation advice. Calls may be recorded and randomly monitored for security and training purposes.
The following definitions apply throughout this document and in the accompanying Form of Proxy, unless the context requires otherwise:
| "Annual General Meeting" or "AGM" or "meeting" | the Annual General Meeting of the Company to be held at 12.30pm on 26 April 2023 (and any adjournment thereof) |
|
|---|---|---|
| "Board" or "Directors" | the Directors of Drax Group plc | |
| "CA 2006" | the Companies Act 2006 | |
| "Code" | the UK Corporate Governance Code 2018 | |
| "Company" or "Drax Group" or "Drax" | Drax Group plc | |
| "Company's Registrars" | Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA |
|
| "CREST" | the relevant systems (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in such regulations) |
|
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) | |
| "Form of Proxy" | the proxy form enclosed with this document for use by shareholders to vote on the Resolutions |
|
| "London Stock Exchange" | London Stock Exchange plc | |
| "Official List" | the official list of the UK Listing Authority | |
| "ordinary shares" | ordinary shares with nominal value of 11 16⁄29 pence each in the capital of the Company |
|
| "Register" | the register of members of the Company | |
| "Resolutions" | the Resolutions set out in the notice convening the AGM | |
| "shareholders" or "members" | holders of ordinary shares | |
| "UK Listing Authority" | the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 |
|
| "UK" | the United Kingdom of Great Britain and Northern Ireland |
Philip's responsibilities at Drax include Board composition and succession, Board governance and stakeholder engagement.
He was previously CEO of International Power plc, having formerly been CFO. Prior to this, he held a senior operational position at Invensys plc and was CFO at Siebe plc. As a Non-Executive Director, he was previously Chair of Kier Group plc, the Senior Independent Director at Wm Morrison Supermarkets plc, Chair of Global Power Generation and a member of the boards of Talen Energy Corporation, PPL, Meggitt plc and Wincanton plc.
Philip is a Fellow of the Institute of Chartered Accountants and has an MA from Cambridge University.
Philip is an experienced leader of large businesses, particularly in the energy sector. As Chair, Philip cultivates a culture of openness, transparency and honesty on the Board in which constructive debate and challenge occurs and all Directors contribute fully. Philip has an in-depth knowledge of energy markets and the related regulation. He also has extensive experience in stakeholder engagement.
Appointment to the Board: January 2015
Appointment as Chair: April 2015
Will has driven the vision and operations of the Company since becoming CEO in January 2018, inspiring Drax's transformation from a leading UK renewable energy company to global leadership in sustainable biomass with the ambition to be a global leader in carbon dioxide removals.
Sustainability considerations are at the core of everything at Drax. Will is driving Drax's sustainability agenda, taking a thought leadership role in defining sustainability criteria for woody biomass. Working with stakeholders across the spectrum, Will is creating a purpose led company at Drax to ensure outcomes that are positive for people, nature and the climate.
In addition to being CEO of Drax, Will is a Commissioner of the Energy Transitions Commission, is a member of the World Economic Forum's (WEF) Alliance of CEO Climate Leaders, and is also a Non-Executive Director of the Sustainable Biomass Program.
Will joined Drax in 2015 as CFO and was appointed as CEO in January 2018. He has a wealth of experience in finance and technology, having held CFO and divisional Finance Director roles at a number of major companies, including CSR plc (acquired by Qualcomm, Inc in 2015) and Sky. He has dual US-UK citizenship and has lived and worked in the UK since 1998.
Appointment to the Board: November 2015
Using his strong financial and commercial skills built over 25 years, Andy provides the financial oversight and controls that has supported the growth of Drax from a renewable energy company to an international company with a differentiated portfolio.
Andy is highly values driven, with a personal commitment to Drax's climate, nature and people positive ambitions. Andy represents Drax as a member of the Northern Powerhouse Partnership, helping create more opportunities and a better economy for the people of the North of England, where he also lives.
Previously Andy was CFO at Fidessa Group plc and has held a number of senior finance positions at CSR plc, Ericsson and Marconi, including two years as CFO of Ericsson Nikola Tesla. Andy has a BA in accounting and finance and qualified as a chartered accountant in 1994.
Appointment to the Board: January 2019
David holds a portfolio of other Board appointments, including Chair of International Alert and of the Joffe Trust. He also serves as a member of the Board ('Council') of Chatham House, and of the International Budget Partnership; is President of the Advisory Council of Transparency International UK; and is a member of the Ethical Investment Advisory Group of the Church of England.
David's executive career has included being the Chief Executive of The Elders, of WWF-UK, and of Transparency International. He was previously Finance Director and Deputy CEO of Oxfam, and CFO of Field Group plc. In a Non-Executive capacity, David has been Deputy Chair of the International Integrated Reporting Council, Deputy Chair of Shared Interest Society, a Non-Executive Director of Low Carbon Accelerator Limited, and Chair of Traidcraft plc.
David is a chartered accountant, and has a Masters in Theology from both Cambridge and Edinburgh universities, and a Masters in Finance from London Business School.
David's extensive experience in international development and environmental matters, in addition to his prior experience as CFO of a UK listed industrial company, is of significant value to Drax and contributes to the Board's discussions and understanding of the perspectives of and engagement undertaken with stakeholders.
David has a particular interest in sustainability and climate issues. His long career spent working with leading NGO's has given him a passion for the importance of companies and governments delivering on their carbon reduction goals – crucial components of our response to climate change.
Appointment to the Board: August 2017
Erika's extensive experience, gained from over 25 years working in global organisations, enables the delivery of change and growth in complex, world-leading businesses. Her broad knowledge has been built serving various parts of the chemicals industry, across a range of sectors from plastics, petrochemicals, agriculture and pharma.
Erika is currently Senior Vice President at BASF Corporation, where she leads the North American Chemical Intermediates business. Erika has held senior Executive roles with BASF, covering manufacturing and production, engineering, strategy, and commercial business management. Passionate about STEM and DEI, she actively supports BASF's talent and workforce development programs, as well as a range of diversity and inclusion initiatives.
Erika sits on a variety of College of Engineering Advisory Boards, including those for the University of Houston and the Georgia Institute of Technology. She serves as a Board Trustee at Chatfield College in Cincinnati, Ohio. She is also a member of the Executive Leadership Council, a non-profit organization whose mission is to globally accelerate the development of successful black executives across the lifecycle of their careers. Erika holds a BSc in chemical engineering from the Georgia Institute of Technology and an MBA from the University of Houston.
Appointment to the Board: October 2021
John has over 45 years working across the nuclear, electricity, oil and gas sectors. John was previously at BP plc, most recently as Group Head of Engineering & Process Safety, prior to which he worked at the UK utility Powergen plc as Group Engineering Director, as well as roles as a UKAEA Board member and also as a nuclear submarine engineer officer. He is a Non-Executive Director of Sellafield Ltd and chairs the Sellafield Board Committees on Environment, Health, Safety & Security and also People & Remuneration.
He is a Chartered Engineer, Fellow of both the Royal Academy of Engineering and the Royal Society of Edinburgh. John was President of both the Institution of Mechanical Engineers and The Welding Institute.
John has broad and expert level experience in engineering, health and safety, and energy generation experience. John is passionate about people development, particularly advancing the opportunities for young people in STEM careers, including via apprenticeships. His dedication to charity work and fundraising to support young people, provides a depth of understanding during Board discussions on stakeholder engagement and culture matters. Also, having been born and brought up in Scotland he brings important insights to Drax on the local environment and culture.
Appointment to the Board: April 2019
Kim is a Professional Engineer with 25 years of broad international experience in the oil and gas, nuclear, hydropower, and mining sectors. Most recently, Kim was the Chief Operating Officer of the Cahill Group, one of Canada's largest multi-disciplinary construction companies. Prior to joining the Cahill Group in 2013, Kim held a variety of progressive leadership roles from engineering design through to construction, commissioning, production operations and offshore field development with Petro-Canada (now Suncor Energy Inc.). She is currently a Non-Executive Director of Yamana Gold Inc. and Board chair of Major Drilling International Inc. Kim is also a founding member of Makwa-Cahill Limited Partnership, a nuclear qualified indigenous fabrication company. Kim is a Fellow of the Canadian Academy of Engineering, holds a Bachelor of Civil Engineering degree and an MBA. She also holds the Canadian Registered Safety Professional
(CRSP) designation and Diligent Climate Leadership certification. She is a graduate of the Rotman-Institute of Corporate Directors Education Program and was awarded her ICD.D designation.
Throughout her career, Kim has made significant engineering and project management contributions to complex major projects in the Canadian, Norwegian and UK energy sectors, bringing a wealth of strategy, operational leadership, and technical expertise to her roles. She has a deep appreciation and insight into the value of community partnerships particularly with indigenous groups.
Appointment to the Board: October 2021
As Chair of the Remuneration Committee Nicola brings to the role a wide range of experience of international business, government organisations, and dealing with a variety of stakeholders.
Nicola is currently Chief Executive of IBM UK and Ireland and Deputy President of TechUK. Previously she was Vice-President, Global Sales and Marketing, Field Transformation at Microsoft, Chief Operating Officer of Microsoft UK and previously held P&L and sales roles at Siemens, CSC (now DXC) and EY. Nicola is a Non-Executive Director of Beazley plc.
Nicola brings expert level technology knowledge, with her current working experience at the forefront of global organisations. She is also skilled in business and digital transformation, and sales. Nicola is committed to inclusivity and enabling people to realise their full potential, irrespective of their background.
Appointment to the Board: January 2018
Vanessa has extensive experience in senior finance roles across several different, and capital intensive, industries, including real estate, medical devices and telecommunications.
Vanessa is CFO of Land Securities Group plc and has worked in finance for over 20 years. Prior to her role at Land Securities Group plc, Vanessa was CFO of Grainger plc, held a number of senior positions within Unite Group plc, including Deputy Chief Financial Officer, and was UK Finance Director at SEGRO plc. Vanessa is a Fellow of the Association of Chartered Certified Accountants and has an Executive MBA from Ashridge.
Vanessa has broad and expert level experience in strategic capital allocation, finance, risk and internal controls at highly successful companies in the UK which is invaluable in her role as Chair of the Audit Committee. She has a comprehensive understanding of large, listed companies' requirements and brings a rich insight into a broad range of stakeholder perspectives.
Appointment to the Board: June 2018
For the Annual General Meeting, Drax Group plc will be enabling members to join the meeting electronically, should they wish to do so. This can be done by accessing the AGM website, https:// web.lumiagm.com.
Lumi AGM can be accessed online using most well-known internet browsers such as Edge, Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. If you wish to join the AGM using this method, please go to https://web.lumiagm.com on the day.
On accessing the AGM website, you will be asked to enter a Meeting ID which is 110-637-161.
You will then be prompted to enter your unique Shareholder Reference Number (SRN) and PIN which is the first two and last two digits of your SRN. These can be found printed on your Form of Proxy. Access to the meeting via the website will be available from 11.30am on 26 April 2023.
The meeting will be broadcast with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceedings of the meeting on your device, as well as being able to see the slides of the meeting which will include the Resolutions to be put forward to the meeting, these slides will progress automatically as the meeting progresses.
Members joining electronically may ask questions via the website by typing and submitting their question in writing. Select the messaging icon from within the navigation bar and type your question at the top of the screen, once finished, press the 'send' icon to the right of the message box to submit your question.
Once the Chair has formally opened voting, the list of Resolutions will automatically appear on your screen. Select the option that corresponds with how you wish to vote.
Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received, there is no submit button.
To vote on all Resolutions displayed select the "vote all" option at the top of the screen. To change your vote, re-select your choice. To cancel your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure.
An active internet connection is required in order to allow you to submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.
Please contact the Company's Registrar before 12:30pm on 24 April 2023 on 0371 384 2030 or +44 121 415 7047 if you are calling from outside the UK for your SRN and PIN.
Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England and Wales).
Open the Lumi AGM website and you will be prompted to enter the Meeting ID. If a shareholder attempts to login to the website before the meeting is live*, a pop‑up dialogue box will appear.
After entering the Meeting ID, you will be prompted to enter your unique SRN and PIN (see "Logging In" on page 16).
When successfully authenticated, you will be taken to the Home Screen.
To view the meeting presentation, expand the "Broadcast Panel", located at the bottom of your device. If viewing through a browser, it will appear automatically.
This can be minimised by pressing the same button.
If you would like to ask a question, select the messaging icon.
Type your message within the chat box and click the send button to submit.
To vote, select the voting icon. Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received. To cancel your vote, select the "cancel" button.
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