AGMs 2011: Annual re-election and corporate governance trends

An analysis of the 25 FTSE 350 trading companies' 2011 AGM notices added to What's Market.

PLC Corporate

One aspect of the new UK Corporate Governance Code (www.practicallaw.com/5-502-4036) that caused much debate was the provision that all directors of FTSE 350 companies should be re-elected annually.

Although the preface to the UK Corporate Governance Code provides that "companies are free to explain if they believe ... that a transitional period is needed before they introduce annual re-election", as can be seen from the summary below, nearly three-quarters of FTSE 350 trading companies that have posted their 2011 AGM notices are proposing annual re-election of the full board.

From a review of 25 FTSE 350 trading companies' (six FTSE 100 and 19 FTSE 250) 2011 AGM notices:

  • 18 companies have proposed annual re-election of the full board for the first time this year in accordance with the requirements of Provision B.7.1 of the UK Corporate Governance Code.

  • All six FTSE 100 companies have proposed annual re-election of the full board for the first time.

  • Four companies (two FTSE 100 and two FTSE 250) have proposed the following changes to their articles in relation to the annual re-election of the board:

    • two FTSE 100 companies have proposed the inclusion of an annual retirement provision for every director;

    • one FTSE 250 company has proposed changes to clarify the timing of the directors' retirement, so that it takes effect at the end of the meeting; and

    • one FTSE 250 company has proposed a provision which would allow the company to continue in circumstances where an insufficient number of directors are elected thereby leaving the board inquorate.

  • One FTSE 100 company has included non-compliance disclosures against the UK Corporate Governance Code.

  • In addition to compliance with the annual re-election of the full board, eight FTSE 350 companies have stated that they have applied additional provisions of the UK Corporate Governance Code since June 2010.

Full summaries, with links to the notice, annual report and proposed articles (where published), of the FTSE 350 companies' 2011 AGM notices can be accessed from What's Market: AGMs: FTSE 350: 2011.

For details of all deals recently added to What's Market, see Practice note, Recent deals published on What's Market (UK) (www.practicallaw.com/6-503-8066).

 
{ "siteName" : "PLC", "objType" : "PLC_Doc_C", "objID" : "1247435197578", "objName" : "AGMs 2011 Annual re-election and corporate governance trends", "userID" : "2", "objUrl" : "http://uk.practicallaw.com/cs/Satellite/uk/6-504-5665?null", "pageType" : "", "academicUserID" : "", "contentAccessed" : "true", "analyticsPermCookie" : "2222a882f:148000aeb16:-71c6", "analyticsSessionCookie" : "2222a882f:148000aeb16:-71c5", "statisticSensorPath" : "http://analytics.practicallaw.com/sensor/statistic" }