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Invesco Perpetual UK Smaller Co's Investment Trust Plc - Result of AGM

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Invesco Perpetual UK Smaller Companies Investment Trust plc

LEI: 549300K1D1P23R8U4U50

HEADLINE: Annual General Meeting Results

At the Annual General Meeting of the Company held on 10 June 2021, shareholders approved the following resolutions:

Ordinary Business

Ordinary Resolutions

1. to receive and consider the Annual Financial Report for the year ended

31 January 2021;

2. to approve the Directors’ Remuneration Policy;

3. to approve the Annual Statement and Report on Remuneration for the year ended 31 January 2021;

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 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 Resolution

11. to adopt revised Articles of Association;

Ordinary Resolution

12. to authorise the Directors to allot securities;

Special Resolutions

13. to authorise the Directors to allot securities for cash, disapplying statutory pre-emption rights;

14. 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

15. 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 poll.

A breakdown of the proxy votes registered is shown below.

Resolution

Votes For

%

Votes Against

%

Votes Withheld

(including votes at the discretion of the Chairman)

1.

10,100,135

99.99

165

0.01

0

2.

10,048,454

99.67

33,032

0.33

18,814

3.

10,081,739

99.94

6,045

0.06

12,516

4.

10,100,300

100.00

0

0

0

5.

10,077,412

99.85

15,205

0.15

7,683

6.*

7,732,531

76.62

2,359,535

23.38

8,234

7.

10,071,243

99.79

21,204

0.21

7,853

8.

10,079,354

99.87

13,020

0.13

7,926

9.*

7,699,590

76.35

2,385,561

23.65

15,149

10.

10,054,592

99.60

40,508

0.4

5,200

11.

10,094,551

99.98

1,536

0.02

4,213

12.

10,094,047

99.94

6,253

0.06

0

13.

10,082,984

99.83

16,765

0.17

551

14.

10,091,794

99.92

8,505

0.08

1

15.

9,981,229

98.82

119,071

1.18

0

* In relation to Resolutions 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 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:

www.invesco.co.uk/ipukscit

Board Succession

The Company confirms that as already announced, Christopher Fletcher retired at the conclusion of the Annual General Meeting.

Invesco Asset Management Limited

Corporate Company Secretary

10 June 2021

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