Shareholders revolt against Paragon Banking Group and RWS Holdings

Shareholders revolt against Paragon Banking Group and RWS Holdings

Companies continue to face shareholder activism at their 2020 AGMs with Paragon Banking Group plc and RWS Holdings plc both experiencing several significant no votes of 20% or more.  This brings the proportion of companies experiencing at least one or more significant no votes so far this season to 36.7%.

RWS Holdings put up all seven of its directors for re-election at its AGM on 12 February as part of good market practice. The Aim 50 company confirmed in its annual report that ‘the Board commissioned a full independent appraisal of the Board’s capabilities, the results of which confirmed that the Board is capable and effective in undertaking its responsibilities and duties’. However, despite this, and the recommendation that all re-election resolutions should be approved, 3 from 7 directors still received significant no votes for re-election.

Alongside this, RWS experienced dissent relating to a Rule 9 waiver resolution proposed in connection with the share buyback authority resolution.  Rule 9 of the City Code on Takeovers and Mergers dictates that where a person has 30% or more voting rights in a company, they must make a mandatory cash offer for the remainder of the shares when they acquire any further interest. The AB concert party, which consists of the chair, his wife and a trustee, together hold 32.8% of the voting rights of the company, and as such if the company were to exercise a buyback, this would increase their interest, consequently triggering the Rule 9 obligation. Whilst the company had stated in its notice it had no current intention to exercise the buyback authority, it would like the flexibility to do so, however would not exercise this right if the Rule 9 waiver was not approved. However, despite members being overwhelmingly in favour of the buyback authority (99.5%), the Rule 9 waiver barely passed, with 42.3% of shareholders voting against it.

RWS Holdings has yet to comment on any of the resolutions receiving significant no votes.

Paragon experienced two instances of shareholder dissent at its AGM on 13 February in relation to its remuneration report and policy, receiving 28.98% and 25.67% votes against respectively. In the 2019 AGM season, the directors’ remuneration report and remuneration policy combined made up almost 30% of resolutions attracting no votes. As of yet this figure stands at 18.3% for the 2020 season.  On the result, the company has said:

 ‘The Remuneration Committee engaged in early and extensive consolations with a wide group of the Company's shareholders, and the Board is therefore disappointed with the result. The proposed package of measures is aimed at ensuring that the Executive Directors' remuneration arrangements properly serve the best interests of the Company and its shareholders’.

The company will provide an update on this matter upon engagement with the shareholders within six months of the AGM.



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