Biffa plc - Update on 2020 AGM Resolution Vote
Update on 2020 Annual General Meeting Resolution Vote
Biffa plc is providing this update, following the total votes in favour of a number of resolutions at the Company's annual general meeting ('AGM') held on
· Resolution 7 (re-election of
· Resolution 13 (authority to allot shares): total votes in favour were 67.11%.
· Resolution 14 (pre-emption rights (general authority): total votes in favour were 65.10%.
· Resolution 15 (pre-emption rights (specific authority): total votes in favour were 63.55%.
Following the AGM and in accordance with the requirement of Provision 4 of the
From the shareholders consulted, it is understood that the votes against the re-election of the Chairman were influenced by the number of his board commitments; and due to his role as Chair of the Nomination Committee and the Board not meeting the gender diversity requirements of a number of institutional investors and proxy advisers.
The Board is aware of the expanded focus on 'overboarding' of directors in recent years and that a number of institutional investors and proxy advisers have developed specific guidelines with regard to this. It is understood that a number of shareholders voted against the resolution because of the Chairman's appointments not meeting the numerical element of these guidelines rather than a concern about the Chairman effectively fulfilling his duties. As previously stated, the Board is confident that the Chairman discharges effectively his role as Chairman notwithstanding his other board commitments.
The Board and Nomination Committee are committed to improving the diversity of the Board and recognise that this is an important factor in Board effectiveness. A search process has commenced to replace Gab Barbaro, who resigned from the Board as non-executive director last month, and this will be a potential opportunity to address this issue.
Resolutions 13, 14 and 15
The Board understands that the use of a cashbox placing on a non pre-emptive basis to raise equity capital earlier this year was the main factor influencing certain shareholders to vote against these resolutions.
It is recognised that the principles of pre-emption are important to protect shareholder rights. However, the cashbox placing structure was chosen to minimise cost, time to completion and management distraction during the start of the coronavirus pandemic in the
The Board, having been advised, determined that it was in the best interests of the Company and its shareholders to raise equity in this way. The Company consulted a number of its shareholders prior to the placing and respected the principles of pre-emption as far as possible through the allocation process. The Board was pleased by the strong support it received from existing shareholders and new investors.
The Company will continue to engage with shareholders on these matters and will set out further details within the Company's 2021 Annual Report and Accounts.
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