Rathbones Group Plc (RAT) Earnings Call Transcript & Summary

Ladies and gentlemen, let me offer you my own warm welcome to the 49th Rathbone Brothers Plc Annual General Meeting. I am Paul Stockton. I'm the Chief Executive of Rathbone Brothers Plc. It's my duty today to be chairing the AGM, one of the first -- the first virtual AGM of Rathbone. It is just after 2:00 p.m., so I must announce that a quorum is present. So I do declare that the meeting is open. Before turning to the formal part of the meeting, I would just like to reassure you that the Board has been closely monitoring the evolving coronavirus COVID-19 situation and its immediate priorities -- and we continue to prioritize the health and well-being of our employees, shareholders, clients and of course, the wider community in which we operate. Now of course, taking into a consideration the state-at-home measures introduced by the U.K. government on the 23rd of March 2020, which prohibits public gatherings of more than 2 people, the Board has taken the decision to hold a scaled-back AGM that met its legal obligations, but also dealt with the formal AGM business only. As such, to form a quorum for the AGM at our London office with me, I have [ Manjula Patel ], who's joining me. As mentioned in our AGM notice, there will not be any formal Q&A session at the AGM today sadly. However, the Board has published their responses to all of the questions received from shareholders on the Rathbone's website. If you do have further questions, following the conclusion of this meeting, please e-mail your questions to [email protected]. Now given the extraordinary situation presented by COVID-19 and those stay-at-home measures introduced by the U.K. government, I would certainly like to thank shareholders for their understanding during this difficult time. It's possibly -- what I would like to do as well is recognize also the recent passing of Oliver Stanley, who is a very regular member of AGMs at Rathbone's that will no longer be with us. Oliver, you made a huge contribute to -- contribution to Rathbone and you will be missed. If I may, I'll now move to the formal business of the meeting. The notice of the meeting together with explanatory notes were dispatched to shareholders on the 15th of April 2020. Accordingly, the requisite notice of the meeting has been given. Thank you. So we will now proceed to vote on the resolutions. As in previous years, I am exercising my authority as set out in the company's articles of association to call for a poll to be taken on all resolutions put to the meeting. A poll ensures that not only the votes of the shareholders present at the meeting, or virtually present indeed this year, are recorded, but also the proxy votes of the overwhelming majority of our shareholders who do not attend the meeting but who have submitted a proxy form. Please do note that unless prior arrangements have been made for you to be appointed as a representative, those whose shares are held in nominee accounts or in the wrap and share incentive plan are unable to vote at the meeting as they are not the registered shareholders. You were, I hope, however, sent a formal direction, which gave you the opportunity to instruct a nominee or the share incentive plan trustee how to vote. The final results of the voting, including the proxy votes on each of the resolutions, will be announced to our regulatory information service and published on our website as soon as reasonably practicable. We will now proceed to vote on the resolutions, which I will formally propose to the meeting. The full text of each of the resolutions is set out in the notice of the meeting, a copy of which you will have received. The proxy votes for each resolution will be shown on the screen. Resolutions 1 to 15 are proposed as ordinary resolutions, requiring a simple majority in order to be passed. Resolution 1 is to adopt the reports of the directors and the auditors and the audited financial statements for the year ended 31st of December 2019. [Voting]

Resolution 2 is a nonbinding resolution regarding the approval of the director's remuneration report for year ended 31st of December 2019. [Voting]

Resolution 3 is to declare a final dividend of 45p per share for the year ended 31st of December, 2019, which is payable on Tuesday, 12th of May 2020. [Voting]

Resolutions 4 to 11 are regarding the reelection of the directors in accordance with the articles of association and the U.K. corporate governance code. Resolution 4 is to reelect Mark Nicholls as a director. [Voting]

Resolution 5 is to reelect Paul Stockton as a director. [Voting]

Resolution 6 is to reelect Jennifer Mathias as a director. [Voting]

Resolution 7 is to reelect Colin Clark as a director. [Voting]

Resolution 8 is to reelect James Dean as a director. [Voting]

Resolution 9 is to reelect Terri Duhon as a director. [Voting]

Resolution 10 is to reelect Sarah Gentlemen as a director. [Voting]

Resolution 11 is to reelect James Pettigrew as a director. [Voting]

Resolution 12 is to reappoint Deloitte LLP as auditors of the company. [Voting]

Resolution 13 is to authorize the Audit Committee to agree the remuneration of the auditors. [Voting]

Resolution 14 authorizes the company to make political donations and to incur political expenditure. As in previous years, the company has no intention of making donations or incurring political expenditure, but approval is sought to cover some normal business activities, which could lead to an inadvertent or technical breach. [Voting]

Resolution 15 is the ordinary resolution, proposed annually, authorizing the directors to allot ordinary shares. This authority is limited to shares with an aggregate nominal value of GBP 940,000 or 18.8 million shares, representing 1/3 of the issued share capital of the company. [Voting]

Resolutions 16 to 19 are special resolutions and require 75% of the votes cast to be passed. Resolution 16 gives the directors the power to disapply preemption rights. This authority is limited to shares with an aggregate nominal value of GBP 141,000, 2.8 million shares, which is approximately 5% of the issued share capital of the company. It also gives the authority for the company to sell or otherwise deal with treasury shares without involving shareholders. [Voting]

Resolution 17 gives the directors an additional power to disapply preemption rights in relation to acquisitions and specified capital investments. Preemption guidelines have recently been relaxed to allow companies the opportunity to fund expansion opportunities as and when they arise by issuing up to a further 5% of the issued share capital of the company for cash. [Voting]

Resolution 18 renews the authority to purchase the company's own shares where the directors consider it would be advantageous to do so and the effect would be to increase EPS. This authority is limited to 2.8 million shares or approximately 5% of the issued share capital of the company. [Voting]

Resolution 19 is required annually to maintain the company's current ability to call a general meeting other than the Annual General Meeting, with 14 days notice. The shorter notice period would not be used as a matter of routine but is to provide flexibility where merited by the circumstances. [Voting]

Ladies and gentlemen, the results of the AGM will be announced later today on the London Stock Exchange and will also be published on the company's website. That concludes the formal business of this Annual General Meeting, and I, therefore, declare the meeting closed, and thank you, again, for your flexibility in participating in the meeting this year. Thank you.