Rely on the most comprehensive, up-to-date legal content designed and curated by lawyers for lawyers
Work faster and smarter to improve your drafting productivity without increasing risk
Accelerate the creation and use of high quality and trusted legal documents and forms
Streamline how you manage your legal business with proven tools and processes
Manage risk and compliance in your organisation to reduce your risk profile
Stay up to date and informed with insights from our trusted experts, news and information sources
Access the best content in the industry, effortlessly — confident that your news is trustworthy and up to date.
Find up-to-date guidance on points of law and then easily pull up sources to support your advice with Lexis PSL
Check out our straightforward definitions of common legal terms.
Our trusted tax intelligence solutions, highly-regarded exam training and education materials help guide and tutor Tax professionals
Access our unrivalled global news content, business information and analytics solutions
Insurance, risk and compliance intelligence using big data, proprietary linking and advanced analytics.
A leading provider of software platforms for professional services firms
In-depth analysis, commentary and practical information to help you protect your business
LexisNexis Blogs shed light on topics affecting the legal profession and the issues you're facing
Legal professionals trust us to help navigate change. Find out how we help ensure they exceed expectations
Lex Chat is a LexisNexis current affairs podcast sharing insights on topics for the legal profession
Discuss the latest legal developments, ask questions, and share best practice with other LexisPSL subscribers
Against the Pensions & Investment Research Consultants Ltd’s (PIRC) recommendations, JD Wetherspoons’ shareholders showed overwhelming support in favour of re-electing chair Tim Martin in its 2019 AGM held on 21 November.
Tim Martin has been executive chair of JD Wetherspoons since 1983, having founded the company in the 70s. In accordance with the 2018 corporate governance reforms, the chair and non-executive directors of a company should not exceed 9 years in the role from the date of appointment to the board. The reasoning behind this is that it would compromise the independence of these directors – something which Martin has openly opposed, claiming in the company’s 2019 quarterly update that ‘by institutionalising inexperience, the code guarantees the eventual destruction of the culture or ‘DNA’ of successful companies’.
In line with the code, PIRC had recommended that shareholders vote against Tim Martin and the non-executive directors who had exceeded this limit. Despite this, Tim Martin was re-elected as director with a 98% majority. Whilst his two long standing non-executive directors were also re-elected, both Debra Van Gene and Sir Richard Beckett received over 19.4% dissenting votes in the independent poll. Both these directors also received over 30% significant no votes in the 2018 AGM, which Tim Martin addressed in the 2019 annual report, stating he had communicated with the shareholder in question regarding this. He further pointed to the hypocrisy of these shareholders and PIRC in the 2019 quarterly report, highlighting how they themselves do not follow the 9-year rule they are imposing.
In response to Tim Martins criticisms, PIRC released a statement stating the issue of Tim Martin’s independence arises due to his role as executive chairman as well as being a major shareholder. PIRC also accepted that the company and its shareholders may have contrarian views, and notes that there may be ‘limitations of the ways of looking at companies through a governance framework’. However, the shareholder advisory group remained firm in its stance against the company’s political expenditure. Section 365 of the Companies Act 2006 defines political expenditure as activities that are likely to ‘influence voters in relation to any national or regional referendum held under the law of a Member State’. Such expenditure requires approval by shareholders in accordance with the Act. However, despite spending almost £95,000 on pro-Brexit beer mats, JD Wetherspoons did not seek shareholder approval or disclose this within the 2019 annual report. As such, PIRC recommends that shareholders vote against the annual report claiming that ‘This is a question of law, not of judgment, or of contrarian views. All companies should comply with the law’. Nevertheless, this resolution was passed with a 95.3% majority.
Although Tim Martin still received overwhelming support, there have been notable instances where, in line with the PIRC recommendations, this has not been the case. An example is Redrow plc’s 2019 AGM, held in early November. PIRC had recommended shareholders vote against chair John Tutte’s re-election as director, due to the belief that his prior chief executive position would compromise his independence. Although the resolution still passed on a majority, a significant 31.4% of shareholders opposed his re-election. The company stated that it will be in touch with shareholders regarding this result.
Market Tracker notes that there has been increased opposition to the election and re-election of directors at AGMs, with these being the most commonly voted against resolutions in the 2019 AGM season. More information on voting at the AGM can be found in our AGM season 2019 Trend Report.
Free trials are only available to individuals based in the UK
* denotes a required field
Market Tracker is a unique service for corporate lawyers housed within Lexis®PSL Corporate. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions.
0330 161 1234