Jun 9, 2022

06/09/2022 | 10:47am EDT Message : Headline:     Annual General Meeting Results At the Annual General Meeting of the Company held on 9 June 2022, shareholders approved the following resolutions: Ordinary Business Ordinary Resolutions 2.         to approve the Directors’ Remuneration Policy; 3.         to approve the Annual Statement and Report on Remuneration for the year ended 31 January 2022; 4.         to approve the payment of a final dividend as recommended; 5.         to re-elect Jane Lewis as a Director of the Company; 6.         to re-elect Bridget Guerin as a Director of the Company; 7.         to re-elect Graham Paterson as a Director of the Company; 8.         to re-elect Mike Prentis as a Director of the Company; 9.         to re-appoint the auditor, Ernst & Young LLP; 10.       to authorise the Audit Committee to determine the auditor’s remuneration; Special Business Special Resolutions 12.       to authorise the Directors to allot securities for cash, disapplying statutory pre-emption rights; 13.       to renew the Directors’ authority to purchase shares of the Company in the market for cancellation or for holding in Treasury within the parameters specified; and 14.        that the period of notice required for general meetings of the Company (other than AGMs) shall be not less than 14 days. All resolutions were passed on a show of hands. A breakdown of the proxy votes registered is shown below. Resolution 1*. 566 * In relation to Resolutions 1, 6 and 9, a significant proportion of the vote against came from one shareholder which votes in line with the recommendations of a shareholder advisory consultancy (PIRC). The Board, through the Company Secretary, has engaged with the shareholder advisory consultancy to allay their concerns and communication with the shareholder will be ongoing. In relation to Resolution 1, PIRC has recommended opposition to receipt of the annual report where the fund manager is also providing company secretarial services due to the view that the interests of the fund manager are considered to be in conflict with those of shareholders and the company due to the management fees. It has been explained to PIRC that the provision of company secretarial services by the same group that provides fund management services has always been commonplace in the UK investment trust industry. There is no evidence of this compromising standards of governance or reporting, or creating conflicts which compromise the efficacy or independence of the board. The Board is responsible for selecting and monitoring third-party suppliers, including appointing the fund manager and a company secretary. Where a manager is not meeting shareholders’ needs the board can change the manager and appoint a different management group, renegotiate the management fees, or even wind up the company. In relation to Resolution 6, PIRC does not consider Bridget Guerin to be independent as she was formerly a non-executive director of Charles Stanley Group PLC and Charles Stanley is a significant shareholder in the Company, which in PIRC’s opinion raises concerns over potential conflict of interest. It has been explained to PIRC that Ms Guerin has never had influence over investment decisions now or when she held the position of non executive director. The Board is firmly of the view that Bridget Guerin is and remains independent in character and judgement and that her appointment to the Board is in the best interests of the Company and its shareholders. In relation to Resolution 9, PIRC does not recommend the re-appointment of Ernst & Young LLP (EY) as the Company auditor. PIRC’s view is based on their  assertion that EY (and other audit firms), in continuing to adhere to the International Auditing and Assurance Standards Board (IAASB) guidelines are failing to address what PIRC views as an ‘expectations gap’ in relation to corporate fraud between professional standards for auditors as set out by the IAASB and what the public and Courts expect. In the absence of a statement from EY acknowledging an ‘expectations gap’, PIRC has recommended a vote against EY’s re-appointment. The Company has discussed this with EY and continues to be of the view that they should remain as the Company’s appointed auditor. The Company has 33,826,929 ordinary shares of 20p each in issue, of which 19,382,155 shares are held in Treasury. On a poll these carry one vote per share and accordingly the total voting rights are 33,826,929. The above tables represent the number of votes registered. The proxy votes lodged with the Registrar will be available via the Company’s website at: