TIDMBMS
RNS Number : 0676C
Braemar PLC
06 October 2022
6 October 2022
BRAEMAR PLC
("Braemar", the "Company" or the "Group")
Results of Annual General Meeting
Braemar Plc (LSE: BMS), a leading international Shipbroker and
provider of expert advice in shipping investment, chartering and
risk management services, i s pleased to announce that each of the
resolutions proposed at its reconvened Annual General Meeting (the
"AGM") held earlier today were duly passed by means of a poll
vote.
The poll results were as follows:
Resolution Votes % For Votes % Against Total % of Votes
For Against Votes ISC voted Withheld
Annual report
and financial
1 statements 10,827,437 99.96 3,940 0.04 10,831,377 33.30% 6,403
--------------- ----------- ------ ---------- ---------- ----------- ----------- ----------
Directors'
Remuneration
2 Report 4,348,717 71.24 1,755,702 28.76 6,104,419 18.77% 1,143,182
--------------- ----------- ------ ---------- ---------- ----------- ----------- ----------
3 Final dividend 10,834,168 99.99 660 0.01 10,834,828 33.32% 2,952
--------------- ----------- ------ ---------- ---------- ----------- ----------- ----------
Rectification
of historic
18 dividends 10,812,079 99.97 3,681 0.03 10,815,760 33.26% 22,020
--------------- ----------- ------ ---------- ---------- ----------- ----------- ----------
In accordance with the 2018 UK Corporate Governance Code, the
Board notes that although Resolution 2 (Approval of the Directors'
Remuneration Report ("DRR")) passed with the requisite majority, it
received 20% or more votes against the Board's recommendation.
The Board considers that the existing DRR is in the best
interests of all stakeholders of the business and that the
Remuneration Committee has discharged its duties properly.
Accordingly, the Board will continue to support the DRR in its
present form. In formulating its remuneration policies and the DRR
itself, the Remuneration Committee has taken extensive external
advice and has largely followed that advice. In recommending the
DRR, the Remuneration Committee has, in particular, recognised that
senior executive Board members have important dual responsibilities
both as Group executives and day to day, frontline operators. The
Remuneration Committee is particularly mindful that were these
roles to be separated, significant additional cost to shareholders
would be incurred.
The Board further notes that some of the votes against the DRR
were cast as a result of a "vote against" recommendation being
received from certain proxy shareholder companies. Certain of these
recommendations have been made on the basis of the internal
opinions of these proxy advisory firms, opinions formed both
without consultation with the Company and which are not aligned
with the Company's governance framework. As a general rule, where
such proxy advisory companies make their recommendations based upon
the governance framework that Braemar is governed by, then the
Board takes note of such recommendations and takes appropriate
remedial action. Where, however, such recommendations reflect the
opinions of the proxy advisory firms which are not aligned with the
company's governance framework, then in the absence of any
one-to-one discussion with individual shareholders, the Board does
not ordinarily take any further action.
Following the approval of Resolution 18, the Company has now
entered into the Directors' Deed of Release (as defined in the
Notice of Braemar's 2022 Annual General Meeting), which constituted
a smaller related party transaction pursuant to LR 11.1.10 R.
Further details of the Directors' Deed of Release are set out in
the Company's announcement dated 27 July 2022 and the Notice of
Braemar's 2022 Annual General Meeting.
The Board and the Remuneration Committee encourage an open and
constructive dialogue directly with its shareholders and continue
to be willing to engage with any shareholder on any relevant topics
should they so wish.
Please note that a vote withheld is not a vote under English law
and is not counted in the calculation of the votes "for" and
"against" a resolution. The total voting rights that members were
entitled to exercise at the AGM were 35,522,092.
For further information, contact:
Braemar Plc
James Gundy, Group Chief Executive Officer Tel +44 (0) 20 3142 4100
Nick Stone, Chief Financial Officer
Investec Bank plc
Gary Clarence / Harry Hargreaves / Alice Tel +44 (0) 20 7597 5970
King
Cenkos Securities plc
Ben Jeynes / Max Gould (Corporate Finance) Tel +44 (0) 20 7397 8900
Alex Pollen / Leif Powis (Sales)
Buchanan
Charles Ryland / Stephanie Whitmore Tel +44 (0) 20 7466 5000
/ Jack Devoy
Notes to Editors:
About Braemar Plc
Braemar provides expert advice in shipping investment,
chartering, and risk management to enable its clients to secure
sustainable returns and mitigate risk in the volatile world of
shipping. Our experienced brokers work in tandem with specialist
professionals to form teams tailored to our customers' needs, and
provide an integrated service supported by a collaborative
culture.
Braemar joined the Official List of the London Stock Exchange in
November 1997 and trades under the symbol BMS.
For more information, including our investor presentation, visit
www.braemar.com and follow Braemar on LinkedIn
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END
AGMFLFIVIVLRIIF
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