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Mason Hayes & Curran AGM Season 2019 Report

11 November 2019

We have launched our AGM Season Report 2019, which provides an in-depth analysis and explanation of the issues that have arisen at annual general meetings of Irish listed companies in the 2019 season. Now in its 3rd year, the report looks at the resolutions typically proposed at the annual general meetings and provides statistics on the form, frequency and approval rate for resolutions during the AGM Season. 

Director re-elections

25 companies (92.59%) put all of their directors forward for re-election in 2018, compared to 88.5% in 2018. Overall, shareholders of Irish listed public companies appear largely happy with their boards' performance. However, this year, the re-election of 8 directors received approval of less than 80% (in comparison to only 6 directors in 2018) and 29 directors received approval of less than 90% (in comparison to only 21 directors in 2018 and only 8 directors in 2017). 208 directors received approval in excess of 90%, compared to 217 in 2018. No re-election of any director failed to secure a sufficient shareholder vote.

Remuneration resolutions

As mentioned in the previous reports, there is still no statutory requirement for Irish listed companies to put their remuneration reports or policies to a shareholder vote, advisory or otherwise. However, once the Shareholders’ Rights Directive (which came into force on 9 June 2017) which amends EU Directive 2007/36/EC on shareholders’ rights is transposed into Irish law, shareholders of Irish listed PLCs will be able to express their view on director remuneration twice.

Only 4 companies (15%) proposed a resolution to approve a remuneration policy in 2019, compared to 23% in 2018 and 28% in 2017. 2 received a 90%+ approval of the resolution while the other 2 companies, CRH plc and Kingspan Group plc, received lower approval ratings of 86.73% and 76.57% respectively.

Board Diversity
In the Institute of Directors in Ireland’s 2019 Diversity in the Boardroom report, 83% of respondents stated that board diversity leads to enhanced board effectiveness. We can see positive progress in 2019, with 25% of board seats on Irish listed PLCs are held by female directors, up from 19% in 2018. In 2018, 2 companies had no female directors. In 2019, only Datalex has an all-male board.

Trivia
Once again in 2019, the majority of AGMs of Irish main-market listed companies took place in May. The most popular day to convene an AGM in 2019 was a Tuesday, compared to a Friday in 2018. There were no AGMs convened in the months of February, March or August or on Mondays.

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