Pre-Annual General Meeting Information • Mar 31, 2016
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO BE TAKEN YOU SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, OR AN OTHERWISE APPROPRIATELY QUALIFIED PERSON IMMEDIATELY. IF YOU HAVE SOLD OR TRANSFERRED ALL OF YOUR ORDINARY SHARES IN CLARKSON PLC, YOU SHOULD SEND THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY TO THE BANK, STOCKBROKER OR OTHER AGENT THROUGH WHOM THE SALE WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.
Notice is hereby given that the forty-first annual general meeting ("AGM") of the members of Clarkson PLC (the "Company") will be held at Commodity Quay, St Katharine Docks, London, E1W 1BF on Friday 6 May 2016 at 12 noon to transact the business set out below.
This document should be read in conjunction with the Annual Report and Accounts in respect of the year ended 31 December 2015. This Notice of AGM and the Annual Report and Accounts are available on our website at www.clarksons.com.
Resolutions 1 to 15 (inclusive) will be proposed as ordinary resolutions, resolutions 16 to 18 (inclusive) will be proposed as special resolutions.
Under Section 437 of the Companies Act 2006 ("2006 Act"), the directors must present the Annual Report and Accounts for the year ended 31 December 2015. The directors report, the accounts and the auditors report on the accounts and on those parts of the directors' remuneration report that are capable of being audited are contained within the Annual Report and Accounts.
Resolution 2 presents the annual statement by the chairman of the remuneration committee and the annual report on remuneration for the year ended 31 December 2015 to the members at the AGM. The annual statement provides a summary of the remuneration report while the annual report on remuneration gives details of the directors' remuneration for the year ended 31 December 2015 and sets out the way in which the Company will implement the policy on directors' remuneration, which was approved by members at the AGM held in 2014. A policy on directors' remuneration will be put to members again no later than the Company's AGM in 2017. The Company's auditors, PricewaterhouseCoopers LLP, have audited those parts of the annual report on remuneration capable of being audited and their report can be found on pages 62 to 67 of the Annual Report and Accounts. The vote on the annual statement and the annual report on remuneration is advisory in nature in that payments made or promised to directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed.
A final dividend can only be paid after it has been approved by the members at a general meeting. If approved, the dividend will be paid on 3 June 2016 to members on the register at the close of business on 20 May 2016.
James Hughes-Hallett was appointed as a non-executive director on 20 August 2014 and became chairman on 1 January 2015 and was last re-elected by the members at the 2015 AGM.
James is chairman of John Swire & Sons Limited and chairman of Unites States Cold Storage Inc. and a non-executive director of Cathay Pacific Airways Limited, Swire Pacific Limited and Swire Properties Limited. Additionally he is a director of Steamships Trading Company Limited. Former appointments include: Managing Director and chairman of The China Navigation Company, chairman of Swire Pacific Offshore and the Hong Kong Shipowners Association and non-executive director of HSBC Holdings plc. James is a Fellow of the Institute of Chartered Accountants in England and Wales and an honorary Fellow of the University of Hong Kong and Merton College, Oxford. He is chairman of the Esmée Fairbairn Foundation and of The Courtauld Institute of Art. He was made a CMG in the 2012 Queen's Birthday Honours.
The Board has confirmed, following the formal performance evaluation conducted during 2015, that James continues to be effective in and demonstrates commitment to his role, including commitment of time for Board meetings. The Board is content that James is independent in character and judgement and that there are no relationships or circumstances likely to affect his character or judgement. Accordingly, the Board unanimously recommends James' re-election, which will take effect at the conclusion of the meeting.
Andi Case was appointed to the Board as chief executive on 17 June 2008, having previously been Clarksons' chief operating officer. He joined Clarksons in 2006 as managing director of the group's shipbroking arm, H Clarkson & Company Limited. He began his shipbroking career with C W Kellock and later Eggar Forrester. Prior to joining Clarksons he was with Braemar Seascope for 17 years, latterly as head of sale and purchase and newbuildings.
Following the formal performance evaluation conducted during 2015, the Board considers that Andi's performance continues to be effective and demonstrates commitment to the role. Accordingly, the Board unanimously recommends Andi's re-election, which will take effect at the conclusion of the meeting.
Peter M. Anker was appointed as an executive director of the Company with effect from completion of the acquisition of RS Platou ASA on 2 February 2015 and was last re-elected by the members at the 2015 AGM.
Peter is President of Brokerage and Investment Banking. He has been the Chief Executive and Managing Partner of RS Platou Shipbrokers AS since 1987. He has also served as Head of Platou Group and Offshore Division. He served as Vice President of RS Platou (USA) Inc. from 1982 to 1986.
The Board has confirmed, following the formal performance evaluation conducted during 2015, that Peter continues to be effective in and demonstrates commitment to his role. Accordingly, the Board unanimously recommends Peter's re-election, which will take effect at the conclusion of the meeting.
Jeff Woyda was appointed to the Board on 1 November 2006. He qualified with KPMG and before joining Clarksons was a member of the executive committee of Gerrard Group PLC. Prior to this he spent 13 years at GNI where he was chief operating officer. He serves as a non-executive director of the International Transport Intermediaries Club ("ITIC").
Following the formal performance evaluation conducted during 2015, the Board considers that Jeff's performance continues to be effective and demonstrates commitment to the role. Accordingly, the Board unanimously recommends Jeff's re-election, which will take effect at the conclusion of the meeting.
Peter Backhouse was appointed by the Board as a non-executive director of the Company on 16 September 2013 and was last re-elected by the members at the 2014 AGM. Peter became senior independent director on 5 November 2013.
Peter is Chairman of the Supervisory Board of HES International B.V, a leading provider of port services in dry and liquid bulk handling, and a member of the Advisory Board of US private equity firm Riverstone Energy Partners. Peter has over forty years' experience in the international energy business. At British Petroleum he was chairman and chief executive of BP Europe, executive vice-president of global refining and marketing and head of both North Sea oil development and global mergers and acquisitions. He served as a non-executive director of BG Group PLC, the international energy group, between 2000 and 2014.
The Board has confirmed, following the formal performance evaluation conducted during 2015, that Peter continues to be effective in and demonstrates commitment to his role, including commitment of time for Board meetings. The Board is content that Peter is independent in character and judgement and that there are no relationships or circumstances likely to affect his character or judgement. Accordingly, the Board unanimously recommends Peter's re-election, which will take effect at the conclusion of the meeting.
James Morley was appointed by the Board as a non-executive director of the Company on 5 November 2008 and was last re-elected by members at the 2015 AGM.
James is a chartered accountant with 25 years of experience as an executive Board member at both listed and private companies. He is currently senior independent director of Costain Group PLC. Previously he was chief operating officer at Primary Insurance Group, group finance director at Cox Insurance Holdings and Arjo Wiggins Appleton PLC, group executive director (finance) at Guardian Royal Exchange, deputy chief executive and group finance director at AVIS Europe PLC, and a non-executive director of The Bankers Investment Trust PLC, W S Atkins PLC, Trade Indemnity Group PLC, The Innovation Group PLC and Speedy Hire PLC.
The Board has confirmed, following the formal performance evaluation conducted during 2015, that James continues to be effective in and demonstrates commitment to his role, including commitment of time for Board and committee meetings. The Board is content that James is independent in character and judgement and that there are no relationships or circumstances likely to affect his character or judgement. Accordingly, the Board unanimously recommends James' re-election, which will take effect at the conclusion of the meeting.
Birger Nergaard was appointed as a non-executive director with effect from completion of the acquisition of RS Platou ASA on 2 February 2015 and was re-elected by the members at the 2015 AGM.
Birger has been deputy chairman of the Platou board since 2008. He established Four Seasons Venture (Verdane Capital as it is today) in 1985 and was the company's CEO until 2006. He is currently a director of Verdane Capital's funds V, VI, VII and VIII, a director of Nergaard Investment Partners AS and an advisor to the P/E fund Advent International in Norway. He was awarded King Harald's gold medal in 2006 for pioneering the Norwegian venture capital industry. He holds a degree from the University of Oslo.
The Board has confirmed, following the formal performance evaluation conducted during 2015, that Birger continues to be effective in and demonstrates commitment to his role, including commitment of time for Board meetings. The Board is content that Birger is independent in character and judgement and that there are no relationships or circumstances likely to affect his character or judgement. Accordingly, the Board unanimously recommends Birger's re-election, which will take effect at the conclusion of the meeting.
Ed Warner was appointed by the Board as a non-executive director of the Company on 27 June 2008 and was last re-elected by members at the 2013 AGM.
Ed is chairman of derivatives exchange LMAX, the Standard Life European Private Equity Trust PLC, the Blackrock Commodities Income Investment Trust PLC, UK Athletics, the sport's governing body, and investment bank Panmure Gordon. He is a non-executive director of Grant Thornton UK LLP, a leading accountancy and advisory practice and SafeCharge International Group Limited. He was previously chief executive of IFX Group PLC and Old Mutual Financial Services UK, head of Pan European Equities at BT Alex Brown, and head of global research at Dresdner Kleinwort Benson.
The Board has confirmed, following the formal performance evaluation conducted during 2015, that Ed continues to be effective in and demonstrates commitment to his role, including commitment of time for Board meetings. The Board is content that Ed is independent in character and judgement and that there are no relationships or circumstances likely to affect his character or judgement. Accordingly, the Board unanimously recommends Ed's re-election, which will take effect at the conclusion of the meeting.
The auditors of a company must be re-appointed at each general meeting at which accounts are laid. Resolution 12 proposes the re-appointment of the Company's existing auditors, PricewaterhouseCoopers LLP, until the conclusion of the next general meeting of the Company at which accounts are laid.
Note to resolution 13: Resolution 13 gives authority to the directors to determine the auditors' remuneration.
Note to resolution 14: Article 142 of the Company's articles of association permits the Company to increase the aggregate ordinary remuneration paid to the non-executive directors to an amount in excess of £400,000 per annum from time to time by ordinary resolution. The maximum aggregate sum was increased by ordinary resolution at the 2014 AGM from £400,000 to £500,000. An increase to the maximum aggregate remuneration payable is proposed in order to ensure that there is sufficient headroom for any increases in the remuneration of non-executive directors' pay in the future.
(a) the directors be and are hereby generally and unconditionally authorised pursuant to Section 551 of the 2006 Act to:
(i) allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:
(A) up to a maximum aggregate nominal amount of £2,519,383; and
(B) comprising equity securities (as defined in the 2006 Act) up to a maximum aggregate nominal amount of £5,038,766 (including within such limit any shares issued or rights granted under paragraph (a)(i)(A) above) in connection with an offer by way of a rights issue:
and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
such authority to expire on the conclusion of the AGM of the Company in 2017 (or, if sooner, 15 months from the date of passing this resolution) but to be capable of previous revocation or variation from time to time by the Company in a general meeting and of renewal from time to time by the Company in a general meeting for a further period not exceeding one year; and
The directors may only allot shares or grant rights to subscribe for or convert any security into shares if authorised to do so by the Company's members. The authority conferred on the directors at last year's AGM held on 8 May 2015 under Section 551 of the 2006 Act to allot shares expires on the date of the forthcoming AGM. Paragraph (a)(i)(A) of Resolution 15 seeks to grant a new authority under Section 551 of the 2006 Act to authorise the directors to allot shares (including treasury shares) in the Company or grant rights to subscribe for or convert any security into shares in the Company up to a maximum nominal amount of £2,519,383, equivalent to approximately one-third of the Company's existing issued ordinary share capital (excluding treasury shares) as at 23 March 2016, being the latest practicable date prior to publication of this notice. In accordance with the latest institutional guidelines published by the Association of British Insurers, paragraph (a)(i)(B) of Resolution 15 will also authorise the directors to allot, including the shares referred to in paragraph (A), further ordinary shares in connection with a pre-emptive offer to existing members by way of a rights issue (with exclusions to deal with fractional entitlements to shares and overseas members to whom the rights issue cannot be made due to legal and practical problems) up to a maximum aggregate nominal amount of £5,038,766. This amount represents approximately two-thirds of the Company's existing issued share capital (excluding treasury shares) as at 23 March 2016, being the latest practicable date prior to publication of this notice. This authority will expire on the conclusion of the AGM of the Company next year. The Board has no present intention to exercise this authority. However, it is considered prudent to maintain the flexibility that this authority provides. The Company's directors intend to renew this authority annually. As at 23 March 2016, being the latest practicable date before the publication of this notice, the Company held no shares in treasury.
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of Section 560(3) of the 2006 Act as if in the first paragraph of this resolution the words "pursuant to the authority conferred by resolution 15 above" were omitted.
Pursuant to Section 561(1) of the 2006 Act, an allotment of equity securities must first be offered to existing members in proportion to their existing holdings, unless the disapplication of this requirement has been authorised by the members. Resolution 16 seeks to grant a new authority under Section 570 and 573 of the 2006 Act to authorise the directors to allot ordinary shares, or grant rights to subscribe for, or convert securities into ordinary shares, or sell treasury shares for cash (other than pursuant to an employee share scheme) otherwise than to existing members pro rata to their existing holdings. This power was last granted at the general meeting of the Company held on 8 May 2015 and expires on the date of the forthcoming AGM.
If approved, other than in connection with a rights issue or any other pre-emptive offer concerning equity securities, the authority contained in Resolution 16 will be limited to the issue of shares for cash up to an aggregate nominal value of £377,907 (which includes the sale on a non pre-emptive basis of any shares held in treasury) which represents approximately 5 percent of the Company's issued ordinary share capital as at 23 March 2016, being the latest practicable date prior to the publication of this notice. In accordance with the Pre-emption Group's Statement of Principles, as updated in March 2015, the Board confirms its intention that no more than 7.5 percent of the issued share capital (excluding treasury shares) will be issued for cash on a non pre-emptive basis during any rolling three year period.
Resolution 16 seeks a disapplication of the pre-emption rights on a rights issue so as to allow the directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas members. The directors intend to renew this authority annually.
As at 23 March 2016, being the latest practicable date before the publication of this notice, the Company held no shares in treasury.
The directors consider that it would be appropriate and that it would promote the success of the Company, for the benefit of its members as a whole, to seek authority to make market purchases of its ordinary shares on the London Stock Exchange, up to a limit of 10 percent of its issued ordinary share capital. The maximum and minimum prices are stated in Resolution 17. Any ordinary shares purchased under this authority may either be cancelled or held as treasury shares. Treasury shares may subsequently be cancelled, sold for cash or used to satisfy options issued to employees pursuant to a share scheme. The Board has no present intention to exercise the authority to purchase the Company's ordinary shares but will keep the matter under review, taking into account the overall financial position of the Company. The authority will be exercised only if the directors believe that in doing so it is likely to promote the success of the Company for the benefit of its members as a whole. As at 23 March 2016, being the last practicable date prior to the publication of this notice, there were options over 618,735 ordinary shares in the capital of the Company which represent 2.05 percent of the Company's issued ordinary share capital at that date. If the authority under this resolution to purchase the Company's ordinary shares was exercised in full, the proportion of ordinary shares subject to such options would represent 2.27 percent of the Company's issued
ordinary share capital as at 23 March 2016, being the latest practicable date before publication of this notice. It is the Board's intention to seek to renew the authority at the next AGM and to make such renewal part of the regular business of the AGM.
The 2006 Act provides that the minimum notice period for general meetings of the Company is 21 clear days unless members approve a shorter notice period. The passing of Resolution 18 would enable the Company to call general meetings (other than AGMs) on a minimum of 14 clear days' notice. Whilst the Company's articles of association already provide for a minimum notice period of 14 days for general meetings, the 2006 Act (as amended by the EU Shareholder Rights Directive) requires that the Company requests shareholders to authorise this minimum notice period at every AGM in order to be able to take advantage of this provision. It is intended that 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 in the interests of members as a whole. The Company undertakes to meet the requirements for electronic voting under the Companies (Shareholders' Rights) Regulations 2009 before calling a general meeting on 14 clear days' notice. If given, the approval will be effective until the Company's next AGM.
By order of the Board
Penny Watson Secretary
30 March 2016
Clarkson PLC Registered office: Commodity Quay St Katharine Docks London E1W 1BF
The right to attend and vote at the meeting is determined by reference to the Company's register of members. Only a member entered in the register of members at 12 noon on Wednesday, 4 May 2016 (or, if this meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting) is entitled to attend and vote at the meeting and a member may vote in respect of the number of ordinary shares registered in the member's name at that time. Changes to the entries in the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
A member entitled to attend and vote at the above meeting may appoint one or more proxies to attend, speak and vote at the meeting in his stead. A proxy need not be a member of the Company. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice.
As an alternative to completing and returning the printed proxy form, you may submit your proxy electronically by accessing www.investorcentre.co.uk/eproxy. For security purposes, members will need to provide their control number, shareholder reference number (SRN) and personal identification number (PIN) to validate the submission of their proxy online. Members' individual control, SRN and PIN numbers are shown on the printed proxy form. For further information, see the instructions printed on the proxy form. You may not use any electronic address provided in this notice of meeting to communicate with the Company for any purposes other than those expressly stated. If a member wishes to appoint more than one proxy, the member should contact the Computershare Contact Centre on telephone number 0370 707 1055. In any case your proxy form must be received by the Company's registrars no later than 12 noon on Wednesday, 4 May 2016 (or, if this meeting is adjourned, 48 hours before the time of any adjourned meeting).
To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's agent (ID number 3RA50) by 12 noon on Wednesday, 4 May 2016 (or, if this meeting is adjourned, 48 hours before the time of any adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual. We may treat a proxy appointment sent by CREST as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Completion and return of a proxy form, or electronic proxy appointment, or any CREST proxy instruction will not prevent you from attending and voting at the meeting, if you wish. Further details of the appointment of proxies are given in the notes to the proxy form enclosed with this pack.
In the case of joint holders, (i) only one needs to sign, and (ii) the vote of the senior holder who tenders a vote, whether in person or by proxy or (in the case of a corporation) by an authorised representative, will alone be counted. For this purpose seniority will be determined by the order in which the names appear in the register of members in respect of the joint holding. If the form of proxy is signed by someone else on your behalf, the power of attorney or any other authority under which it is signed (or a duly certified copy of such power of authority) must be included with the proxy form.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, provided two or more representatives purport to vote in respect of the same shares: (i) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and (ii) in other cases, the power is treated as not exercised.
Any person to whom this notice is sent who is a person nominated under Section 146 of the 2006 Act to enjoy information rights (a "Nominated Person") should note that the provisions in Notes 2 and 3 above concerning the appointment of a proxy or proxies to attend the meeting in place of a member do not apply to a Nominated Person as only members have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between him/her and the member by whom he/she was nominated to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right, or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
As at 23 March 2016 (being the last practicable date prior to the publication of this notice) the Company's issued share capital consisted of 30,232,598 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 23 March 2016 are 30,232,598.
Under Section 527 of the 2006 Act, members meeting the threshold requirements set out in that Section have the right to require the Company to publish a statement on a website setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the last AGM.
The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under Section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the 2006 Act to publish on a website.
Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Copies of all directors' service contracts and letters of appointment with the Company or its subsidiaries; are available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and also on the day of the AGM for at least 15 minutes prior to and until the close of the AGM on 6 May 2016.
A copy of this notice and other information required by Section 311A of the 2006 Act can be found at www.clarksons.com.
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