AGM Information • Apr 7, 2021
AGM Information
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AGM Guide 2021
The next annual general meeting ('AGM') of Standard Life Aberdeen plc is scheduled to take place at the Company's head office at 6 St. Andrew Square, Edinburgh EH2 2AN on Tuesday 18 May 2021 at 2pm.
| Introduction | The Chairman will introduce the Directors and outline the business of the AGM. |
|---|---|
| Presentations and question and answer session |
The Chairman and the Chief Executive will review your business and provide an overview of Standard Life Aberdeen's plans for 2021. After this, there will be an opportunity to ask questions. |
| Voting | The resolutions are listed in full on pages 4 to 6 and there's an explanation from the Chairman on pages 9 to 12. |
This AGM guide is important and requires your immediate attention. If you are not sure what action to take, you should ask an appropriate independent adviser who is authorised under the United Kingdom Financial Services and Markets Act 2000 (or, if you are resident outside the United Kingdom, another appropriately qualified independent adviser).
If you have sold or transferred all of your shares in Standard Life Aberdeen plc, please send this AGM guide and any documents that came with it as soon as possible to the purchaser or transferee, or to the stockbroker or other agent who helped you with the sale or transfer, so that they can forward them to the purchaser or transferee.
Please read the Voting information section of this AGM guide and your voting form to find out:
Unfortunately, we do not currently expect the COVID-19 restrictions to have eased sufficiently to allow shareholders to attend this year's AGM in person. We will therefore be broadcasting the AGM live by webcast. Questions can be submitted in advance or during the meeting and Directors will respond to as many questions as possible during the meeting.
Please visit www.standardlifeaberdeen.com/agm for more information.
As shareholders are unlikely to be able to attend this year's AGM in person, we would encourage all our shareholders to vote online at
www.standardlifeaberdeenshares.com – you don't have to leave home to do this and it means we have less physical mail to process in the office. The safety of our colleagues and shareholders is very important to us and your support with this is very much appreciated. Voting online is also the quickest and easiest way of making sure your vote is registered on time.
Your Board recommends voting 'For' all this year's resolutions. We strongly encourage you to appoint the chairman of the meeting as your proxy when you submit your voting instructions. This will ensure your vote is counted in the event that attendance at the AGM is not permitted. As our meeting will also be webcast, shareholders can watch the event, and questions to the board can still be submitted. You'll find detailed voting instructions in this AGM guide, which we recommend you read, and more information on how to register for the webcast at www.standardlifeaberdeen.com/agm
Notice is hereby given that the 2021 Annual General Meeting of the shareholders of Standard Life Aberdeen plc (the 'Company') is scheduled to take place at the Company's head office at 6 St. Andrew Square, Edinburgh EH2 2AN on Tuesday 18 May 2021 at 2pm to consider and, if thought fit, to pass the resolutions set out on the following pages, of which resolutions 1 to 9 and 12 will be proposed as ordinary resolutions and resolutions 10, 11, 13, 14 and 15 will be proposed as special resolutions.
6J Jutta af Rosenborg
during the period beginning with the date on which this resolution is passed and ending at the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), provided that each authorised sum referred to in paragraphs i., ii. and iii. above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds Sterling at the exchange rate published in the London edition of the Financial Times on the day on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the Company (or its subsidiary, as the case may be) enters into any contract or undertaking in relation to the same.
subject, in either case, to such exclusions or other arrangements as the Directors (including a duly authorised committee thereof) may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in any territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
ii. the allotment (otherwise than pursuant to subparagraph i.) of equity securities up to an aggregate nominal amount of £15,230,387
provided that this authority shall expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such expiry, and the Directors may allot equity securities (and/ or sell treasury shares) in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.
iv. such authority shall (unless renewed prior to such time) expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, enter into a contract or contracts to purchase its ordinary shares which would or might be completed wholly or partly after such expiry and may purchase its ordinary shares in pursuance of any such contract or contracts as if the authority conferred by this resolution had not expired.
This authority shall apply in addition to all other authorities granted pursuant to section 551 of the Act (including any authority granted pursuant to resolution 9, if passed) and shall (unless previously renewed, revoked or varied by the Company in general meeting) expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.
This authority shall apply in addition to any authority granted pursuant to resolution 10, if passed, and shall (unless previously renewed, revoked or varied by the Company in general meeting) expire on the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry, and the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.
By Order of the Board
Kenneth A Gilmour Company Secretary
7 April 2021
a. To be entitled to attend and vote at the AGM (and for the purpose of determination by the Company of the votes they may cast), shareholders who have a certificate for their shares or hold them through CREST must be on the Company's register at 6pm (UK time) on Friday 14 May 2021 or, if the AGM is adjourned, at the time which is 48 hours before the time of the adjourned meeting. For persons who hold their shares in the Standard Life Aberdeen Share Account, to be entitled to attend in person you must be registered as a member of the Standard Life Aberdeen Share Account and return your voting form with your own name in the nominated proxy box by no later than 6pm (UK time) on Friday 14 May 2021 or, if the AGM is adjourned, at the time which is 48 hours before the time of the adjourned meeting. Changes to the Company's register or the register for the Standard Life Aberdeen Share Account after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.
At present, we do not expect the COVID-19 restrictions to have eased sufficiently to allow shareholders to be able to attend this year's AGM in person.
Please see page 3 of this AGM guide for more information.
b. Shareholders may appoint another person (a 'proxy') to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy does not need to be a shareholder in the Company.
At present, we do not expect the COVID-19 restrictions to have eased sufficiently to allow shareholders to be able to attend this year's AGM in person.
Please see page 3 of this AGM guide for more information.
c. A voting form which may be completed either online or in paper form, and which may be used to make a proxy appointment and give voting instructions, has been provided to you along with this notice. In order for such appointment to be made and/or instructions given using the CREST electronic proxy appointment service, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual.
The resolutions that we're asking you to vote on are written in a way that makes them legally valid. To help make things clearer, we have explained each resolution here. The Directors consider all the resolutions to be in the best interests of the Company and our shareholders as a whole. They unanimously recommend that shareholders vote in favour of them. If you have any questions about the resolutions, please contact us using the details on the back page of this AGM guide.
The directors of a company usually present each year's Annual report and accounts at the AGM. You can go online at www.standardlifeaberdeen.com/agm to read our Annual report and accounts 2020 and our Strategic report and financial highlights 2020 document which contains a summary of the most important financial figures.
At the AGM, we will be asking you formally to receive and consider the Annual report and accounts 2020, including the reports of the Directors and of the auditors on the accounts.
The Directors recommend that a final dividend is paid to shareholders. We will be asking you to approve this proposed final dividend payment for 2020 of 7.30 pence on each ordinary share.
If approved at the AGM, we plan to pay the final dividend on 25 May 2021 to shareholders whose names were on the register at close of business on 16 April 2021.
There are two kinds of resolutions for you to vote on: ordinary resolutions and special resolutions. The main difference between these is the percentage of votes needed to approve them.
For an ordinary resolution to be passed, more than 50% of the votes on it must be in favour. For a special resolution to be passed, 75% or more of the votes on it must be in favour.
We intend that all votes at the AGM will be taken on a poll, rather than on a show of hands. This means that every share voted will count whether you complete and send in your voting form online or by mail, or vote in person at the AGM, should you be able to attend. We think that this is the fairest way to count votes, for all our shareholders.
Sir Douglas Flint, Chairman
For our 2021 AGM, shareholders can submit a question on our website at www.standardlifeaberdeen.com/agm before or during the meeting and the Board will answer as many questions as possible during the meeting.
j. A copy of the Notice of Annual General Meeting, and other information required by section 311A of the Companies Act 2006, can be found at www.standardlifeaberdeen.com/agm
The Directors are committed to managing the Company's share capital effectively. Issuing shares is one of the options they review from time to time. Most listed companies renew their directors' authority to issue shares at each AGM. This gives shareholders the chance to approve the authority regularly. It also takes account of changes in the issued share capital since the last AGM.
We will be asking you to authorise the Directors to issue extra shares up to a total nominal amount of £101,535,919. This represents up to 726,907,686 shares and one-third of our total issued share capital (rounded down to the nearest whole number) as at 8 March 2021. This authority will expire at the end of the AGM in 2022 (or 15 months after the date this resolution is passed, if that is earlier), unless it is renewed, revoked or varied before that time. The Directors do not currently intend to use the authority except to:
If shares are being issued for cash, the Companies Act 2006 says that those shares have to be offered to existing shareholders first, in proportion to the number of shares they already hold. This is called a pre-emption right. There may be times when it is in the Company's best interests for the Directors to issue shares in another way.
We are asking you to authorise the Directors to do this, up to a maximum total nominal amount of £15,230,387. This represents 5% of our total issued share capital (rounded down to the nearest whole number) as at 8 March 2021. We are also asking you to authorise the Directors to make some other adjustments that may be made for technical reasons in connection with rights issues or other pre-emptive issues.
In respect of shares up to this aggregate nominal amount, the Directors intend to follow the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities like this one over a rolling three-year period. These principles say that no more than 7.5% of our share capital should be used in this way over a rolling three-year period unless shareholders are consulted first.
The Company has no shares in treasury and currently has no
intention to hold shares in treasury. The right to sell shares held in treasury is merely intended to provide flexibility should the need arise.
The Directors are committed to managing the Company's share capital effectively. Buying back some of the Company's shares is one of the options they review from time to time. We will only buy back shares if the Directors believe it is in our shareholders' best interests and if it will increase earnings per share. The Directors do not currently intend to use this authority, so this resolution is included to give flexibility.
If the Company did buy back any of its own shares on the market, it would be on these terms:
This resolution reflects the current laws and regulations that apply to companies asking for authority to buy back their own shares. It also follows the relevant investor protection guidelines, which are more restrictive in some ways.
The total number of options to subscribe for ordinary shares currently outstanding is 73,232,878. These options relate to awards granted under the Company's share plans. This represent 3.35% of
We have to appoint auditors at every general meeting where we present accounts to shareholders. The auditors' appointment usually lasts from one AGM until the end of the following year's AGM.
We will be asking you to re-appoint KPMG LLP as our auditors until the end of our next AGM.
It is now usual for the audit committee of a company to be authorised to agree the auditors' fees for and on behalf of the board of directors of the relevant company.
We will be asking you to authorise the audit committee of the Company to set the auditors' fees for 2021 for and on behalf of the Board.
The Directors' remuneration report, setting out how much each Director received in pay and benefits in 2020, is on pages 73 to 95 of the Annual report and accounts 2020.
In this resolution, we ask you to approve all parts of this report, other than the remuneration policy, which was approved at the AGM in 2020. The vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it.
The UK Corporate Governance Code recommends that all directors of FTSE 350 companies stand for annual election by shareholders. In line with this, all of our Directors will be retiring at this year's AGM.
During the year, Stephen Bird was appointed to the Board. As Stephen was appointed after our last AGM, he will be standing for election at the 2021 AGM. All other Directors will be standing for re-election.
We will be recommending that you vote to re-elect (or elect) each of the Directors individually.
The Directors' biographies and highlights of each Director's contribution to the Company are on pages 14 to 17 of this AGM guide.
In relation to the proposed re-election (or election) of our Directors, I would like to take this opportunity, as Chairman and as is recommended by the UK Corporate Governance Code, to confirm that the information on pages 14-17 sets out the specific reasons why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success and that formal performance evaluations have again been undertaken for each of our executives and non-executives in relation to fulfilment of their duties as directors. These evaluations show that the performance of each Director continues to be effective. They have all demonstrated commitment to their roles, they have participated meaningfully and significantly as Directors and I have no doubt that they will continue to do so.
In relation to my own re-election, I am very pleased to report that our Senior Independent Director, Jonathan Asquith, has confirmed that my formal performance evaluation shows that my performance also meets the criteria of the UK Corporate Governance Code described above.
We will be asking you to vote to elect Stephen Bird as a Director of the Company. Stephen took up the role of Chief Executive-Designate on 1 July 2020, becoming Chief Executive Officer on 1 September 2020. He brings an established track record of delivering exceptional value to clients, creating high-quality revenue and earnings growth in complex and competitive financial markets, and deep experience of business transformation. His biography is on page 17 of this AGM guide.
The Company has a long-standing policy not to make donations to political parties or election candidates. As detailed in our annual reports and accounts, the Company has not made any political donations since it first listed and we don't intend to change this.
But the law in the Companies Act 2006 is very broadly drafted and says that UK companies cannot incur any 'political expenditure' or make any 'political donations' to political organisations, parties or independent election candidates without shareholder approval. It is so broad that it could cover normal business activities in certain circumstances. For example, it could include the funding of seminars and other functions that politicians may be invited to and supporting organisations that are involved in policy review and law reform.
If we did fail to comply with these laws the consequences would be serious. So, like other listed companies, we are asking for your authority as a precaution, to prevent unintentional breach of the legislation.
Biographical details (and shareholdings) of the Directors are as at 10 March 2021. Directors' ages are as at the date of the AGM.
Go online to vote at www.standardlifeaberdeenshares.com
Martin Pike
Cecilia Reyes Jutta af Rosenborg
the Company's issued share capital as at 8 March 2021. If the Company bought back the maximum number of shares allowed under the authority given under this resolution and then cancelled all those shares, the total number of options outstanding would represent 3.73% of the Company's issued share capital as at 8 March 2021. The Company currently has no shares in treasury.
The Directors are committed to managing the regulatory capital requirements and targets of the Company and the Group appropriately from time to time. Convertible Bonds are debt securities which convert into ordinary shares upon the occurrence of a trigger event and can be used to comply with regulatory capital requirements. Shareholders authorised the allotment of shares in relation to the issuance of Convertible Bonds at the 2020 AGM, on the basis that the authority would expire at the end of the 2021 AGM. The Company is therefore seeking to renew this authority.
We are asking you to authorise the Directors to allot shares and grant rights to subscribe for or to convert any security into ordinary shares in the Company up to a maximum aggregate nominal amount of £47,000,000 (equivalent to 336,477,272 shares which is 15.4% of the Company's issued share capital as at 8 March 2021) in connection with the issues of Convertible Bonds. This authority will expire at the end of the AGM in 2022 (or 15 months after the date this resolution is passed, if that is earlier), unless it is renewed, revoked or varied before that time.
The Directors may use this authority as considered desirable to comply with or maintain compliance with regulatory capital requirements and targets applicable to the Company and/or the Group from time to time. However, the request for authority should not be taken as an indication that Standard Life Aberdeen will or will not issue any, or any given amount of, Convertible Bonds.
Please see Appendix 1 on page 18 of this AGM guide for more information about Convertible Bonds.
If securities which convert into shares are being issued for cash, the Companies Act 2006 says that those securities have to be offered to existing shareholders first, in proportion to the number of shares they already hold. This is called a pre-emption right. There may be times when it is in the Company's best interests for the Directors to issue securities in another way. Please see Appendix 1 on page 18 of this AGM guide for more information about Convertible Bonds.
We are asking you to authorise the Directors to do this, in relation to the Convertible Bonds that may be allotted under resolution 12, up to a maximum aggregate nominal amount of £47,000,000 (equivalent to 336,477,272 shares). This represents 15.4% of our total issued share capital (rounded down to the nearest whole number) as at 8 March 2021.
AGMs must always be called with 21 clear days' notice, but other general meetings of the Company may be called on less notice if shareholders agree to a shorter period.
Our shareholders passed a resolution at our 2020 AGM agreeing that we could call general meetings (other than AGMs) on giving 14 clear days' notice. We are proposing a similar resolution at this year's AGM so that we can still do this if we need to. We will only use the shorter notice period where the flexibility would be helpful given the business of the meeting and where we think it is to the advantage of shareholders as a whole. So, like other listed companies, we are asking for your authority to benefit from the flexibility for another year.
If this resolution is passed, the authority will last until the 2022 AGM, when we would intend to propose a similar resolution again.
We are proposing to adopt new articles of association at the AGM to update the Company's current articles of association. The main changes are summarised in Appendix 2 on page 19 of this AGM guide. Other minor changes are not described there but you can inspect a full copy of the amended articles showing all the proposed changes. Full details of how to inspect these can be found on page 23 of this AGM guide.
At our 2020 AGM a significant percentage of votes were cast against the resolution to amend the Company's articles of association. One of the proposed changes was to provide the Company with the option to allow for shareholders to join meetings remotely and to convene meetings at which electronic facilities were available for remote participation; this would address the constraints currently in force that prevent gatherings of more than a very few participants.
Feedback suggests it was this element that caused investor concern, as some shareholders were concerned that the Company could and possibly would use the permission to hold 'virtual' meetings with no shareholders present.
The Board has no plans to do away with physical meetings. Having engaged with shareholders following the 2020 AGM, we have included additional provisions in the proposed new articles of association to make it clear that a physical meeting must be held, albeit that the Company may offer electronic facilities to allow participants (at their option) to attend remotely.
Appointed to the Board: November 2018 Age: 65 Nationality: British Shareholding: 102,778
Board committees: Nomination and Governance Committee (Chair) Sir Douglas' wide-ranging international and financial experience is an important asset to the business as it delivers against its strategy. His strong track record of board leadership as a chairman helps to facilitate open and constructive boardroom discussion.
Previously, Sir Douglas served as chairman of HSBC Holdings plc from 2010 to 2017. For 15 years prior to this he was HSBC's group finance director, joining from KPMG where he was a partner. Between 2005 and 2011 he also served as a non-executive director of BP plc.
In other current roles, Sir Douglas is chairman of IP Group plc and serves as HM Treasury's Special Envoy for Financial and Professional Services to China's Belt and Road Initiative. He is also a member of the Monetary Authority of Singapore's international advisory panel, and of the board of the International Chamber of Commerce UK.
Additionally, he is chairman of the Just Finance Foundation, nonexecutive director of the Centre for Policy Studies, member of the global advisory council of Motive Partners and board member of the Institute of International Finance. He also chairs the Corporate Board of Cancer Research UK and is a trustee of the Royal Marsden Cancer Charity.
He holds a BAcc (Hons) from the University of Glasgow, a PMD from Harvard Business School and is a Member of the Institute of Chartered Accountants of Scotland.
Appointed to the Board: September 2019 Age: 64 Nationality: British Shareholding: 100,000 Board committees: Remuneration Committee (Chair); Nomination and Governance Committee
Jonathan has considerable experience as a non-executive director within the investment management and wealth industry. This brings important insight to his roles as Senior Independent Director and Chair of our Remuneration Committee.
Jonathan is a non-executive director of CiCap Limited and its regulated subsidiary Coller Capital Limited. He is also a nonexecutive director of Northill Capital Services Limited and a number of its subsidiaries – Vantage Infrastructure Holdings, Securis Investment Partners and Capital Four Holding A/S. At the end of 2020 he stepped down as deputy chairman of 3i Group plc after nearly ten years as a board member. Previously, he has been chairman of Citigroup Global Markets Limited, Citibank International Limited, Dexion Capital PLC and AXA Investment Managers. He has also been a director of Tilney, Ashmore Group plc and AXA UK PLC.
In his executive career Jonathan worked at Morgan Grenfell for 18 years, rising to become group finance director of Morgan Grenfell Group, before going on to take the roles of chief financial officer and chief operating officer at Deutsche Morgan Grenfell. From 2002 to 2008 he was a director of Schroders plc, during which time he was chief financial officer and later executive vice chairman. He holds an MA from the University of Cambridge.
Stephanie was appointed Chief Financial Officer on joining the Board in June 2019. She is a highly experienced financial services practitioner with significant sector knowledge, both technical and commercial. She brings experience of working with boards and management teams of financial institutions in respect of financial and commercial management, reporting, risk and control frameworks and regulatory requirements.
Before joining Standard Life Aberdeen, Stephanie was a partner at PwC, a member of the Assurance Executive and led the financial services assurance practice. Her responsibilities included client services, product development, operations and quality assurance across the UK business.
During her career, she has specialised in the financial services sector, working with organisations across asset management, insurance and banking, with national and international operations.
Stephanie is an associate of the Association of Corporate Treasurers. She holds a Bachelor of Laws (LLB) from the University of Edinburgh.
She is also a member of the Institute of Chartered Accountants of Scotland and served as the chair of its audit committee.
John's previous roles in asset management, his experience in the US and Asia and his background in finance, operations and technology, are all areas of importance to our strategy. John's experience is important to the Board's discussions of financial reporting and risk management, and in his role as Chair of our Audit Committee.
John was appointed a Director of Standard Life plc in July 2016. From April 2015 until August 2016, he was non-executive Chairman of Standard Life Investments (Holdings) Limited.
He is non-executive chairman of Credit Suisse International, Credit Suisse Securities (Europe) Limited and a non-executive director of Citco Custody Limited and Citco Custody (UK) Limited.
From 2008 to 2010, John was chief operating officer of Threadneedle Asset Management Limited. Prior to this, he held a number of senior executive positions at Merrill Lynch in London, New York, Tokyo and Hong Kong.
He holds a BA (Hons) from Preston Polytechnic and is a Fellow of the Chartered Institute of Public Finance and Accounting.
Appointed to the Board: November 2015Age: 59 Nationality: BritishShareholding: 67,500
Board committees: Audit Committee; Nomination and Governance Committee
Melanie brings to the Board significant executive experience in creating successful businesses and leading teams of bankers in various roles. This experience was derived from her career in financial services, where she has specialised in advisory and corporate finance work. She has also had a particular focus on the evolution of cultures and working practices, and is able to draw on these insights as our designated non-executive Director for employee engagement.
Melanie was appointed as a Director of Standard Life plc in November 2015. She is also a non-executive director and chair of the healthcare company Syncona Limited, a FTSE 250 company. She was appointed a managing director of Lazard and Co. Limited in 2008 and became a senior adviser in 2012.
Previously Melanie held various roles with UBS, having been appointed a managing director in 1999 and served as a senior relationship director from 2006 to 2008. She was a non-executive director of The Weir Group PLC between 2011 and 2017 and the Drax Group plc between 2013 and 2016. She was also chair of Ridgeway Partners Holdings Ltd from 2019, and of its wholly-owned subsidiary Ridgeway Partners Limited from 2016, until 2020.
She holds an MA in Mathematics from the University of Oxford.
Brian brings a wealth of digital experience and global leadership experience in both executive and non-executive directorship roles. His direct experience of developing digital strategies and solutions in consumer-facing businesses, in rapidly evolving markets, is of great benefit to the Board's discussions.
Brian is currently chair of Trainline PLC, non-executive director of Kinnevik AB, and the lead non-executive director on the board of the UK Ministry of Defence. He is also a senior adviser to Scottish Equity Partners.
In his executive career, Brian has worked for IBM, Crosfield Electronics and Dell before serving as chief executive officer of T-Mobile UK and then managing director of Amazon.co.uk. As a non-executive director, Brian has served on the boards of AO.com, the BBC, Celtic Football Club PLC, Computacenter PLC and S3 PLC, and as chair of ASOS PLC.
He holds an MA (Hons) in Economic History and Politics from the University of Glasgow.
Board committees: Risk and Capital Committee (Chair); Audit Committee; Nomination and Governance Committee Martin provides broad commercial insight into strategy and risk to the Board, and to his role as Chair of our Risk and Capital Committee. He has particular knowledge of enterprise-wide risk management. His actuarial and strategic consultancy background brings a strong understanding of what drives success in the markets in which we operate.
Martin was appointed as a Director of Standard Life plc in September 2013. He is also chairman and non-executive director of Faraday Underwriting Limited – where he sits on the audit and risk committee, and chairs the nomination and remuneration committee. In 2021 he was appointed chairman and non-executive director of AIG Life Limited, as well as becoming a member of its audit committee and chair of its remuneration committee.
He joined R Watson and Sons, consulting actuaries, in 1983, and progressed his career with the firm to partner level. His senior roles included head of European insurance and financial services practice, Watson Wyatt from 2006 to 2009, vice president and global practice director of insurance and financial services, Watson Wyatt during 2009, and managing director of risk consulting & software for EMEA, Towers Watson from 2010 to 2013.
Martin holds an MA in Mathematics from the University of Oxford. He is a Fellow of the Institute and Faculty of Actuaries and a Fellow of the Institute of Directors.
Cathleen Raffaeli, non-executive Director Appointed to the Board: August 2018Age: 64 Nationality: AmericanShareholding: 9,315 Board committees: Remuneration Committee; Risk and Capital Committee
Cathi has strong experience in the financial technology sector and background in the platforms sector, as well as international board experience. She brings these insights to her role as non-executive chairman of the boards of Elevate Portfolio Services Limited and Standard Life Savings Limited. This role provides a direct link between the Board and the platform businesses that help us connect with clients and their advisers.
Cathi is managing partner of Hamilton White Group, LLC which offers advisory services, including business development, to companies in financial services growth markets. In addition, she is managing partner of Soho Venture Partners Inc, which offers third-party business advisory services.
Previously, Cathi was lead director of E*Trade Financial Corporation, non-executive director of Kapitall Holdings, LLC and president and chief executive officer of ProAct Technologies Corporation. She was also a non-executive director of Federal Home Loan Bank of New York – where she was a member of the executive committee, and vice chair of both the technology committee and the compensation and human resources committee.
She holds an MBA from New York University and a BS from the University of Baltimore.
Appointed to the Board: October 2019Age: 62 Nationality: Swiss and Philippine Shareholding: Nil Board committees: Remuneration Committee; Risk and Capital Committee
Cecilia brings great insight from operating in leadership positions in international financial markets. Her knowledge and many years of direct experience of risk management and insurance investment management are of great benefit to the work of the Board.
Before joining the Board, Cecilia was with Zurich Insurance Group Ltd (Zurich) for 17 years where she was most recently its group chief risk officer, leading the global function comprising group risk management and responsible for its enterprise risk management framework.
Prior to that, she was its group chief investment officer, responsible for the execution of the investment management value chain – including analysis, development and global implementation of the investment strategy for the group's investments. In both positions, she was a member of Zurich's executive committee.
Cecilia started her career at Credit Suisse, following which she held senior positions at ING Barings, latterly as head of risk analysis, asset management. She is also the founder of Pioneer Management Services GmbH which seeks to develop a non-profit social enterprise.
She holds a BSc from Ateneo de Manila University, an MBA from the University of Hawaii and a PhD (Finance) from the London Business School, University of London.
Jutta af Rosenborg, non-executive Director Appointed to the Board: August 2017Age: 62 Nationality: DanishShareholding: 8,750 Board committees: Audit Committee; Remuneration Committee Jutta has extensive knowledge of international management
and strategy, from sector operational roles in a number of listed companies. Her previous experience, which includes group finance and auditing, risk management and mergers and acquisitions, allows her to offer valuable perspectives to strategic discussions.
Jutta was appointed a non-executive director of Aberdeen Asset Management PLC in January 2013. She is a non-executive director of JPMorgan European Investment Trust plc and chair of its audit committee. In addition, she is a non-executive director of NKT A/S and Nilfisk Holding A/S, and chairs the audit and remuneration committees of both organisations. She is also a member of the supervisory board of BBGI SICAV S.A, where she chairs the audit committee.
Previously, she was the executive vice president, chief financial officer, of ALK Abelló A/S and was chairman of Det Danske Klasselotteri A/S.
A qualified accountant, she holds a Master's degree in Business Economics and Auditing from Copenhagen Business School.
Stephen Bird, Chief Executive Officer Appointed to the Board: July 2020Age: 54
Nationality: BritishShareholding: 500,000 Stephen brings an established track record of delivering exceptional value to clients, creating high-quality revenue and earnings growth in complex and competitive financial markets, as well as deep experience of business transformation during periods of technological disruption and competitive change.
Stephen joined the Board in July 2020 as Chief Executive-Designate, and was formally appointed Chief Executive Officer in September 2020. Previously, Stephen served as chief executive officer of global consumer banking at Citigroup from 2015, retiring from the role in November 2019. His responsibilities encompassed all consumer and commercial banking businesses in 19 countries, including retail banking and wealth management, credit cards, mortgages, and operations and technology supporting these businesses. Prior to this, Stephen was chief executive for all of Citigroup's Asia Pacific business lines across 17 markets in the region, including India and China.
Stephen joined Citigroup in 1998, and during his 21 years with the company he held a number of leadership roles in banking, operations and technology across its Asian and Latin American businesses. Before this, he held management positions in the UK at GE Capital – where he was director of UK operations from 1996 to 1998 – and at British Steel.
He holds an MBA in Economics and Finance from University College Cardiff, where he is also an Honorary Fellow.
To help you understand why we are asking shareholders to authorise the Directors to issue Convertible Bonds, the following sets out some questions and provides brief answers.
Article 40 has been amended to remove the specific requirement to publish newspaper advertisements to trace missing shareholders and has been replaced with a more flexible obligation for the Company to use its reasonable efforts to trace the missing shareholder (in addition to an obligation to send a notice to the last known address of the missing shareholder). These changes reflect best practice and provide the Company with appropriate flexibility in connection with locating untraced shareholders.
New Articles 47 and 48 have been added to clarify that the Company can (i) allow for shareholders to join physical meetings remotely and (ii) convene physical meetings at which electronic facilities are available for remote participation and to set out how such meetings are to be conducted. The new Articles clarify that meetings can be convened in a hybrid manner, such that shareholders may join in person or remotely via electronic facilities. This hybrid approach is intended to enhance shareholder engagement as well as offer an appropriate alternative in circumstances where the Company is prevented from convening a meeting with a number of shareholders in person (for example, due to coronavirus restrictions). For the avoidance of doubt, the Articles explicitly require the Company to continue to hold physical meetings. Absent exceptional circumstances, members of the Board intend to continue the practice of attending general meetings of the Company in person. In deciding whether and how to hold a hybrid general meeting in future, the Company will have regard to the views of shareholders and institutional governance bodies at the relevant time as well as to relevant guidance or codes of best practice.
Articles 50 and 53 have been amended to allow the Company, where appropriate, to make changes to the arrangements for general meetings (including the introduction or change of electronic facilities) after notice of the meeting has been issued. The Company will be required to take reasonable steps to ensure such changes are made known to shareholders, such as by publicising the changes on the Company's website and/or by means of a stock exchange announcement. The Company may also introduce health and safety arrangements at its meetings. These changes provide the Board with greater flexibility to align with technological advances, changes in investor sentiment and evolving best practice, particularly in light of the Covid-19 outbreak, and the uncertain duration of social distancing measures and restrictions on gatherings.
Article 80 has been amended to reflect the Company's current practice whereby each Director retires at each annual general meeting of the Company and, if she or he chooses, stands for re-election.
A: Standard Life Aberdeen is required to meet relevant prudential regulatory requirements (introduced under the Capital Requirements Directive (CRD IV)). To maintain an efficient capital structure that protects the interests of ordinary shareholders under those prudential regulatory requirements we may choose to hold some of that capital in the form of Additional Tier 1 ("AT1"). AT1 is a form of capital that includes contingent features such as a conversion into ordinary shares ("Convertible Bonds") or a permanent write-down of the nominal amount of the notes. The conversion or write-down occurs mandatorily on a Trigger Event and would not occur at the option of the Company or the investors in the Convertible Bonds.
If our shareholders approve resolutions 12 and 13, the Directors will be authorised to issue Convertible Bonds (and to issue shares on the conversion or exchange of Convertible Bonds). This will provide us with additional flexibility to manage our capital structure efficiently.
A: We are seeking a specific mandate to enable us to issue Convertible Bonds and the authorities reflected in resolutions 12 and 13 would be used for that purpose (i.e. we could not use these authorities to issue new shares for other purposes). The general authorities contained in resolutions 9 and 10 may be used to issue new shares at any time, subject to the limits under those resolutions. The specific mandate for Convertible Bonds will provide greater flexibility by allowing us to maintain the general mandate under resolutions 9 and 10 for other purposes.
A: Should the level of our regulatory capital fall below a level prescribed by regulatory requirements, the outstanding Convertible Bonds would be converted into, or exchanged for, new Standard Life Aberdeen ordinary shares. We refer to this as a "Trigger Event". Conversion on a Trigger Event would be mandatory, not optional. The Convertible Bonds would not be convertible in any circumstance at the option of the holders of the Convertible Bonds.
Article 88 has been amended to permit the Company to pay to Directors (subject to certain exemptions) aggregate fees of up to £1,500,000. This increase in aggregate fees recognises the increased number of non-executive Directors appointed to the Board – fees to individual non-executive Directors have not been increased. These fees are in relation to the fulfilment of their core directors' duties.
Article 89 has been amended to permit the Directors, or a committee authorised by the Directors, to approve fees payable to a director in addition to their fees as a director. These additional fees would be payable for additional work that goes beyond the duties of a director including, but not limited to, the Company Chairman's fee, the fee for chairing a Board Committee or the fee for membership of a Board Committee.
Article 118 has been amended to allow the Company to choose to make any dividend or other payment electronically, by cheque or similar instrument or as otherwise requested by the shareholder (and consented to by the Company). The Company does not currently intend to change any existing payment methods for shareholders, but we want to be prepared for the future.
Article 121 has been amended to reflect changes to the Capital Requirements Regulation, which now prohibit firms from permitting a non-cash dividend to be paid at the Board's discretion. The new article makes it clear that any non-cash dividend can be approved only with an ordinary resolution passed by our shareholders.
Article 122(B) has been amended to allow shareholders to pass an ordinary resolution for shareholders to receive dividends paid by extra ordinary shares, rather than cash, in whole or in part, for a maximum of three years, rather than five years, from the date of such ordinary resolution, in line with guidance from the Investment Association. The Company does not currently intend to pay a scrip dividend.
Minor, technical or clarifying changes to the articles have not been set out in these explanatory notes.
A: Our management can be expected to attempt to take certain actions to improve our capital position (e.g. by reducing the level of risk in the business, by selling certain assets, through a rights issue of ordinary shares or by seeking financial support from certain investors) well in advance of a Trigger Event. In the case of the launch of a rights issue, our ordinary shareholders would be offered the opportunity to acquire new ordinary shares in proportion to their existing shareholding (subject to legal, regulatory or practical restrictions).
The circumstances in which a Trigger Event might be expected to occur are considered to be remote given the level of capital we hold in excess of the trigger level and the actions that we might take should such a situation seem likely to arise.
A: We are required to meet minimum regulatory capital levels for Tier 1 capital. Meeting these levels with a proportion of AT1 is expected to be cheaper than holding the total amount in CET1 only, therefore resulting in a lower weighted average cost of capital for shareholders.
A: The terms and conditions for any Convertible Bonds will specify a conversion price or a mechanism for setting a conversion price, which will govern the ratio at which the Convertible Bonds will be exchanged for ordinary shares.
A: The authorities reflected in resolutions 12 and 13 are set at a level to provide maximum flexibility to allow us to manage our capital structure efficiently given the dynamic regulatory requirements and market appetite for this form of capital instrument.
Only shareholders who are on the Company's register at 6pm (UK time) on Friday 14 May 2021 – or, if the AGM is adjourned, at the time which is 48 hours before the time of the adjourned meeting – can attend and vote at the AGM in respect of the shares registered in their name at that time. Changes to the Company's register after this deadline will be disregarded in determining the right to attend and vote at the AGM. If you have notified Link Group or the Company (electronically or in hard copy) of voting instructions or proxy appointment, you may not change your instructions or appointment after the deadline for such submissions unless you are entitled to, and do, attend the AGM in person.
Your shares in the Standard Life Aberdeen Share Account are held on your behalf in the name of Link Market Services Trustees (Nominees) Limited, a wholly owned subsidiary of the administrators of the Standard Life Aberdeen Share Account, Link Market Services Trustees Limited.
Link Market Services Trustees (Nominees) Limited is the registered shareholder but you can tell Link Group* how you want the votes in respect of your shares to be exercised at the AGM by using your voting form.
Important: If you do not submit an online voting form or complete and return a paper voting form so that Link Group receives it no later than 6pm (UK time) on Friday 14 May 2021 – or, if the AGM is adjourned, by the time which is 48 hours before the time of the adjourned meeting – then your vote will not count.
See information for shareholders in the Standard Life (Employee) Share Plan on page 22 of this AGM guide.
If you are permitted to do so, you can attend, speak and vote at the AGM in person or you can appoint another person to attend and speak at the AGM and to vote instead of you on a show of hands or on a poll. This person is called a 'proxy'. A proxy does not need to be a shareholder in the Company. Find out more about this in the Special situations section on page 21.
You can fill in a voting form online instead of coming to the AGM in person. To do this just log on to www.standardlifeaberdeenshares.com
If you have already registered for the Standard Life Aberdeen share portal, you can log on using your username and password. If you have not registered yet, you can still get access to vote using your shareholder reference number.
Once you have logged on, just follow the on-screen instructions. Your online voting form must be submitted by 6pm (UK time) on Friday 14 May 2021 – or, if the AGM is adjourned, by the time which is 48 hours before the time of the adjourned meeting.
To give voting instructions by mail instead of coming to the AGM in person, you need to choose 'for', 'against', or 'withheld' for each of the resolutions, sign and date the form and return it so that it is received by 6pm (UK time) on Friday 14 May 2021 – or, if the AGM is adjourned, by the time which is 48 hours before the time of the adjourned meeting.
CREST members who want to appoint a proxy or proxies through the CREST electronic proxy appointment service need to follow the procedures described in the CREST Manual. If you are a CREST personal member or CREST sponsored member, or a CREST member who has appointed a voting service provider, please get in touch with your CREST sponsor or voting service provider, who will be able to take the appropriate action on your behalf. There's more information for CREST participants on page 22.
* Link Market Services Limited trades as 'Link Group'.
If you hold a certificate for your Company shares, you can find out how to appoint a proxy to attend and vote on your behalf by:
For UK shareholders – to be valid, any voting form, or other instrument appointing a proxy, must be received no later than 6pm (UK time) on Friday 14 May 2021 – or, if the AGM is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Please return your paper voting form in the pre-paid envelope included in your AGM mail pack, or by hand (during normal business hours only) or by post to Standard Life Aberdeen Shareholder Services, C/o Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL.
For overseas shareholders – to be valid, any voting form, or other instrument appointing a proxy, must be received by Link Market Services Limited (trading as Link Group) by mail (see the back page of this AGM guide for details), no later than 6pm (UK time) on Friday 14 May 2021 – or, if the AGM is adjourned, by the time which is 48 hours before the time of the adjourned meeting.
If you return your completed voting form, other such instrument or any CREST Proxy Instruction (as described on page 22) you can still come to the AGM and vote in person if there are no restrictions preventing this. If you attend the AGM and vote in person, that vote will count and any proxy you appointed in your voting form will not be able to vote on your behalf.
Unfortunately, we do not currently expect the COVID-19 restrictions to have eased sufficiently to allow shareholders to attend this year's AGM in person. We will therefore be broadcasting the AGM live by webcast. Questions can be submitted in advance or during the meeting and Directors will respond to as many questions as possible during the meeting. Please visit www.standardlifeaberdeen.com/agm for more information.
For a proxy appointment or instruction made using the CREST electronic proxy appointment service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must:
It's important for CREST members and, where applicable, their CREST sponsors, or voting service providers to be aware that Euroclear does not make special procedures available in CREST for any particular message. This means that normal system timings and limitations will apply to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take any action needed to ensure that a message is transmitted by means of the CREST system by any particular time. If a CREST member is a CREST personal member, or a sponsored member, or has appointed a voting service provider, it is their responsibility to make sure that his or her CREST sponsor or voting service provider(s) take(s) that action. CREST members and, where applicable, their CREST sponsors or voting service providers should read those sections of the CREST Manual about practical limitations of the CREST system and timings.
The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
On a poll, each shareholder who is entitled to vote and is present at the AGM in person or by proxy or, in the case of a shareholder corporation or a shareholder unable to manage his or her affairs, is represented by a properly authorised representative (see the Special situations section on page 21) may cast (or direct the casting of) one vote for each share held. In the case of proxies, they may cast one vote for each share to which their appointment relates. A proxy or a properly authorised representative may cast the votes of the shareholder he or she is acting for (in accordance with any instructions given) as well as any votes he or she may cast in his or her own right as a shareholder in the Company.
Please note that a vote withheld is not a vote in law. This means that it will not be counted in the votes 'for' or 'against' the resolution. If no voting indication is given, your proxy may vote or abstain from voting at his or her discretion. Your proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
You can find out the result of the vote at the AGM later that day by visiting our website at
www.standardlifeaberdeen.com/agm or contacting us between 8.30am and 5.30pm (UK time), Monday to Friday on 0345 113 0045 or +44 (0)20 3367 8224 if calling from overseas.
Calls may be monitored and/or recorded to protect both you and us and help with our training. Call charges will vary.
Copies of these documents are available for inspection:
Copies will be available for inspection at the AGM for at least 15 minutes before and throughout the meeting.
Please contact Standard Life Aberdeen Shareholder Services to arrange an appointment – contact details are on the back page of this AGM guide.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 6pm on Friday 14 May 2021 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
Your shares in the Standard Life (Employee) Share Plan (the 'Plan') are held on your behalf by Link Market Services Trustees Limited, which has been appointed to administer the Plan on behalf of the Company and its employees.
You can instruct Link Group how you want the votes in respect of your shares to be exercised at the AGM.
Important: If you do not complete and submit your voting form so that Link Group receives it no later than 6pm (UK time) on Friday 14 May 2021 – or, if the AGM is adjourned, by the time which is 48 hours before the time of the adjourned meeting – then your voting form will not count.
Got a shareholder question? Contact our shareholder services team.
0345 113 0045* +353 (1) 431 9829* +44 (0)20 3367 8224*
email [email protected]
visit www.standardlifeaberdeenshares.com
address
Standard Life Aberdeen Shareholder Services C/o Link Group 10th Floor Central Square 29 Wellington Street Leeds LS1 4DL
phone +49 (0)69 9753 3030*
[email protected] visit
www.standardlifeaberdeenshares.com
address Standard Life Aberdeen Aktionärsservice Postfach 2705 36243 Niederaula Germany
phone 1-866-982-9939
email [email protected]
visit www.standardlifeaberdeenshares.com
Standard Life Aberdeen Shareholder Services P.O. Box 4636, Station A Toronto M5W 7A4 Canada
* Calls may be monitored and/or recorded to protect both you and us and help with our training. Call charges will vary.
Kenneth A Gilmour Standard Life Aberdeen plc 1 George Street Edinburgh EH2 2LL
Electronic addresses provided in this AGM guide or any related document – including in the Strategic report and financial highlights 2020, Shareholder News, Annual report and accounts 2020, your voting form and the letter or email from the Chairman about the 2021 AGM – should only be used to communicate with the Company for the purposes expressly stated.
Please remember that the value of shares can go down as well as up and you may not get back the full amount invested or any income from it. All figures and share price information have been calculated as at 8 March 2021 (unless otherwise indicated).
Standard Life Aberdeen plc is registered in Scotland (SC286832) at, 1 George Street, Edinburgh EH2 2LL. www.standardlifeaberdeen.com © 2021 Standard Life Aberdeen, images reproduced under licence. All rights reserved.
UKNM21 0321 Published by Adare SEC Limited
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