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Standard Chartered PLC AGM Information 2014

May 8, 2014

4648_dva_2014-05-08_b6df963b-021b-4034-bfbf-9807fdfe5d5d.pdf

AGM Information

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RESULT OF AGM

RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING

Thursday 8 May 2014

Standard Chartered PLC (the 'Company') announces the result of voting on the resolutions at its Annual General Meeting ('AGM') held on Thursday 8 May 2014, as set out in the AGM notice.

A poll was held on each of the resolutions and was passed by the required majority. Resolutions 1 to 28 were passed as ordinary resolutions, and resolutions 29 to 33 were passed as special resolutions. Resolution 34 was passed as a non-statutory resolution which required at least two-thirds of the votes cast to be in favour. The results of the poll were as follows:

Resolution Votes For % Votes
Against
% Votes
Withheld
Total
Votes
% of
ISC
voted
1. To receive the Company's
annual report and accounts for
the financial year ended 31
December 2013 together with
the reports of the directors and
auditors.
448,391,521 99.91 413,925 0.09 3,546,165 448,805,446 73.83
2. To declare a final dividend of
57.20 US cents per ordinary
share for the year ended 31
December 2013. 451,104,948 99.98 86,436 0.02 1,160,045 451,191,384 74.22
3. To approve the directors
remuneration policy for the year
ended 31 December 2013.
266,680,576 59.17 184,008,107 40.83 1,664,073 450,688,683 74.14
4. To approve the annual report
on remuneration for the year
422,353,752 94.59 24,164,622 5.41 5,888,574 446,518,374 73.45
ended 31 December 2013.
5. To elect Dr K M Campbell
who has been appointed as a
non-executive director by the
Board since the last AGM of the
Company. 447,735,923 99.87 583,655 0.13 4,008,489 448,319,578 73.75
6. To elect Mrs C M Hodgson
who has been appointed as a
non-executive director by the
Board since the last AGM of the
420,174,197 93.13 30,988,086 6.87 1,188,930 451,162,283 74.21
Company.
7. To elect Mr N Kheraj who has
been appointed as a non
executive director by the Board
since the last AGM of the
Company.
8. To re-elect Mr O P Bhatt, a
450,882,590 99.94 273,343 0.06 1,188,669 451,155,933 74.21
non-executive director. 436,198,475 97.18 12,646,931 2.82 3,505,843 448,845,406 73.83
9. To re-elect Mr J S Bindra, an
executive director.
348,346,287 99.35 2,289,309 0.65 101,715,809 350,635,596 57.68
10. To re-elect Dr L C Y
Cheung, a non-executive
director.
415,838,695 92.78 32,383,977 7.22 4,105,200 448,222,672 73.73
11. To re-elect Dr Han Seung
soo KBE, a non-executive
director.
450,876,150 99.94 287,998 0.06 1,186,845 451,164,148 74.21
12. To re-elect Mr S J Lowth, a
non-executive director.
447,756,787 99.87 564,584 0.13 4,006,611 448,321,371 73.75
13. To re-elect Ms R Markland,
a non-executive director. 383,747,887 86.26 61,109,842 13.74 7,444,958 444,857,729 73.18
14. To re-elect Mr J G H
Paynter, a non-executive
director. 418,999,173 92.87 32,163,857 7.13 1,188,371 451,163,030 74.21
15. To re-elect Sir John Peace,
as Chairman. 441,650,661 98.51 6,682,997 1.49 4,017,744 448,333,658 73.75
16. To re-elect Mr A M G Rees,
an executive director. 348,345,088 99.35 2,288,893 0.65 101,717,369 350,633,981 57.68
17. To re-elect Mr P A Sands,
an executive director.
449,916,942 99.73 1,238,666 0.27 1,195,741 451,155,608 74.21
18. To re-elect Mr V Shankar,
an executive director. 348,343,943 99.35 2,290,421 0.65 101,716,946 350,634,364 57.68
19. To re-elect Mr P D Skinner
CBE, a non-executive director.
394,067,715 88.58 50,825,113 11.42 7,457,770 444,892,828 73.18
20. To re-elect Dr L H Thunell, a
non-executive director. 450,618,006 99.88 529,634 0.12 1,203,728 451,147,640 74.21
21. To disapply the
shareholding qualification
contained in article 79 of the
Company's Articles of
Association for Dr K M
Campbell. 451,076,225 99.98 71,581 0.02 1,203,271 451,147,806 74.21
22. To re-appoint KPMG Audit
Plc as auditor to the Company
from the end of the AGM until
the end of next year's AGM. 444,208,681 98.46 6,967,552 1.54 1,175,180 451,176,233 74.22
23. To authorise the Board to
set the auditor's fees. 447,123,103 99.10 4,061,161 0.90 1,167,426 451,184,264 74.22
24. To authorise the Company
and its subsidiaries to make
political donations. 438,681,473 97.31 12,135,049 2.69 1,514,708 450,816,522 74.16
25. To authorise the Board to
allot shares.
424,617,470 94.21 26,090,046 5.79 1,644,145 450,707,516 74.14
26. To extend the authority to
allot shares by such number of
shares repurchased by the
Company under the authority
granted pursuant to resolution
31. 419,680,831 93.02 31,499,695 6.98 1,171,136 451,180,526 74.22
27. To authorise the Board to
allot shares and grant rights to
subscribe for or to convert any
security into shares in relation to
any issue of Equity Convertible
Additional Tier 1 Securities. 425,457,349 97.08 12,810,564 2.92 13,283,888 438,267,913 72.09
28. To authorise the Board to
make an offer to the holders of
ordinary shares to elect to
receive new ordinary shares in
the capital of the Company in
lieu of dividends. 451,166,270 99.99 22,535 0.01 1,162,869 451,188,805 74.22
29. To authorise the Board to
disapply pre-emption rights in
relation to authority granted
pursuant to resolution 25. 446,700,908 99.42 2,625,830 0.58 3,024,515 449,326,738 73.91
30. To authorise the Board to
disapply pre-emption rights in
relation to authority granted 422,065,612 93.56 29,054,920 6.44 1,230,865 451,120,532 74.21
pursuant to resolution 27.
31. To authorise the Company
to purchase its own ordinary
shares.
450,987,979 99.96 199,957 0.04 1,163,382 451,187,936 74.22
32. To authorise the Company
to purchase its own preference
shares. 450,129,567 99.77 1,055,336 0.23 1,166,507 451,184,903 74.22
33. That a general meeting
other than an annual general
meeting may be called on not
less than 14 clear days' notice. 412,760,999 91.50 38,349,277 8.50 1,240,805 451,110,276 74.21
34. To authorise the Board to
increase the maximum ratio of
variable to fixed remuneration
for relevant employees to a ratio
not exceeding 2:1. 441,361,419 97.90 9,480,365 2.10 1,502,695 450,841,784 74.16

As at the date of the AGM, the number of issued ordinary shares of the Company was 2,431,661,896 shares, which was the total number of shares entitling the holders to attend and vote for or against all resolutions. There was no share entitling the holder to attend and abstain from voting in favour of any of the resolutions as set out in rule 13.40 of the Hong Kong Listing Rules. In accordance with the Company's Articles of Association, on a poll every member has one vote for every four shares held, therefore the total number of voting rights was 607,915,474. Votes withheld are not votes in law and have not been counted in the calculation of the proportion of votes 'for' or 'against' a resolution or, for the purposes of resolution 34, the proportion of voting rights in the Company which were voted on the resolution. Proxy appointments which gave discretion to the Chairman have been included in the 'for' total.

There were no restrictions on any shareholders casting votes on any of the resolutions proposed at the AGM, save resolutions 25 and 34. Executive directors of the Company and their associates were required to abstain from resolution 25 which affected a total of 222,570 voting rights. Those executive directors or other employees who had an interest in the proposed higher ratio of variable to fixed remuneration were not permitted to exercise, directly or indirectly, any voting rights they may have had in respect of resolution 34. Such employees held a total of 564,728 voting rights. The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.

The resolutions put to shareholders at the AGM today have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's National Storage Mechanism, which can be accessed at http://www.hemscott.com/nsm.do.