Rathbones Group Plc (RAT) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to what is the 50th, believer or not, Rathbone Brothers Plc Annual General Meeting, a warm welcome to it. It is just about 2:00 p.m., and the quorum is present, so I declare the meeting open. As [ Enrico ] mentioned, my name is Paul Stockton, Chief Executive Officer at Rathbone Brothers Plc. And as COVID-19 restrictions remain in place this year sadly, I will be chairing the AGM today. The Board's preference, of course, was always to welcome shareholders in-person to this year's AGM, particularly as we didn't see everybody last year either. But in February, the government published its COVID-19 response, spring 2021 document, which sets out the road map to ease restrictions across England. And I take into consideration these restrictions, those currently in-force, including, of course, those relating to nonessential travel and indoor mixing, the Board took the necessary decision to once again hold a scaled-back AGM, which means that it would meet legal obligations only and then dealt with only the formal AGM business. We look forward maybe to next year. Now as mentioned in our AGM notice, there will not be any formal Q&A session at the AGM today. However, the Board has published their responses to all the questions received from shareholders on the rathbones.com website. If you do have any further questions following the conclusions of this meeting, please do e-mail them to companysecretary@rathbones com, and we will answer them. To form a quorum for the AGM at our London office here with me, I am joined with [ Manjula ] -- by [ Manjula Patel ] from our company's secretarial team. Now this AGM would have been an occasion over which Mark Nicholls would have been presiding at the end of a long and successful tenure as Rathbone's Chairman. Due to unforeseen events, Mark stepped down from the Board in February. So I would like to take the opportunity now to thank him very much for his long and distinguished service to the firm recognizing his dedicated and invaluable contribution over what was the last 11 years. Mark, we wish you all the very best. Our thanks also go to Jim Pettigrew, who, in addition to serving a Senior Independent Director for 4 years has also presided as Chairman since February. Jim leaves the Board today with our very best wishes and thanks for a valued contribution, full of energy and enthusiasm. As of today, Clive Bannister, takes over as Chairman of the Board, and we're all very much looking forward to working with Clive and benefiting from his considerable experience in the financial services industry. It has been an extraordinary year. Rathbones has worked to respond to the combined impacts of market volatility, COVID-19, Brexit, alongside some significant economic and political change. Throughout, we have maintained our focus on high-quality client service and there's been some good progress on a number of fronts. We've had greater opportunity for digital client engagement and have launched MyRathbones, a new web portal and app for mobile devices that is being rolled out to clients as we speak. Speirs & Jeffrey is now fully embedded into Rathbones, and we launched the Rathbone Select portfolio, a cost-effective execution-only investment solution launched together very soon with 4 dedicated ESG funds as well. We've also welcomed a significant number of investment professionals to Rathbones from competitor firms, and we welcome them. And amongst these accomplishments, we've remained focused on our people, keeping, of course, our employees safe, and that's been our priority that we've enabled remote working throughout as much of the business as possible. We interact with our employees regularly, and I'm very pleased that our engagement survey scores have remained so high. As a company, Rathbones has a close and personal culture. So we were very sad in particular to lose 2 members of staff. Rupert Heggs and Alicia Thomas, who sadly passed this year, they will be greatly missed by our London office and the wider business. I will now move to the more formal business of the meeting. A notice of the meeting together with explanatory notes were dispatched to shareholders on the 6th of April 2021. Accordingly, the requisite notice of the meeting has been given. So we will now proceed to vote on the resolutions. As in previous years, I am exercising the 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. The poll ensures that not only the votes of shareholders present at the meeting 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 note that under prior -- unless prior arrangements have been made for you to be appointed as a representative, those whose shares are held in a nominee account or in the Rathbone share incentive plan are unable to vote at the meeting as they are not registered shareholders. These individuals were, however, sent a form of a direction, which gave them the opportunity to instruct the nominee of the share -- all the share incentive plan trustees as to how to vote. Now the final results of the voting, including the proxy votes on each of the resolutions will be announced through 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 of the resolution will be shown on the screen. Please do note that resolutions 1 to 16 are proposed as ordinary resolutions, requiring a simple majority in order to be passed. Resolutions 17 to 20 are special resolutions that require 75% of the votes cast to be passed. Resolution 1 is to adopt the reports of the directors and the auditors and the audited financial statements of the year ended 31 December 2020. [Voting]

Resolution 2 is a nonbinding resolution regarding the approval of the directors' remuneration report for the year ended 31st of December 2020. [Voting]

Resolution 3 is to approve the directors' remuneration policy. [Voting]

Resolution 4 is to approve the Rathbone Brothers Plc Executive Share performance plan. [Voting]

Resolution 5 is to declare a final dividend of 47p per share for the year ended 31st of December 2020, which is payable on Tuesday, the 11th of May 2021. [Voting]

Resolution 6 to 12 are regarding the reelection of the directors in accordance with the Articles of Association and the U.K. corporate governance code. Resolution 6 is to elect Clive Bannister, as a Director. [Voting]

Resolution 7 is to reelect me, Paul Stockton as a director. [Voting]

Resolution 8 is to reelect Jennifer Mathias as a Director. [Voting]

Resolution 9 is to reelect Colin Clark as a director. [Voting]

Resolution 10 is to reelect James Dean as a Director. [Voting]

Resolution 11 is to reelect Terri Duhon as a Director. [Voting]

Resolution 12 is to reelect Sarah Gentlemen as a Director. [Voting]

Resolution 13 is to reappoint Deloitte LLP as auditors of the company. [Voting]

Resolution 14 is to authorize the Audit Committee to agree the remuneration of the auditors. [Voting]

Resolution 15 authorizes the company to make political donations and to incur political expenditure. As in many years previously, the company has no intention of making donations or incurring political expenditure, but this approval is sought to cover some normal business activities, which could lead to an inadvertent breach or technical breach. [Voting]

Resolution 16 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 973,000 or 19.4 million shares, representing 1/3 of the issued share capital of the company. [Voting]

We now move on to Resolutions 17 to 20, which, as a reminder, are special resolutions requiring 75% of the votes cast to be passed. Resolution 17 gives the directors the power to disapply preemption rights. This authority is limited to shares with an aggregate nominal value of GBP 146,000, 2.9 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 18 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 19 renews the authority to purchase the company's own shares where the directors consider that it would be advantageous to do so, and the effect would be to increase earnings per share or EPS. This authority is limited to 5.8 million shares or approximately 10% of the issued share capital of the company. [Voting]

Resolution 20 is required annually to maintain the company's current ability to call a general meeting other than an Annual General Meeting within 14 days -- with 14 days notice rather. The shorter notice period would not be used as a matter of routine, but is to provide flexibility where merited by the circumstances. [Voting]

Please note that 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. Ladies and gentlemen, that concludes the formal meeting -- business of this Annual General Meeting. But before closing, I would like to thank shareholders for their support as we all emerge from this difficult time. The Board continues to prioritize the health, safety and well-being of our employees, shareholders, clients and the wider community in which we operate. We are continuing to deliver on our strategy, furthering our responsible investing agenda with the addition of 4 new sustainable multi-asset investment funds in the first quarter of 2021. As markets begin to look beyond the pandemic, we will continue to pursue our plans to improve services to clients and advisers and take advantage, of course, of any future growth opportunities. And I thank you most sincerely for your virtual attendance today, and we very much hope to see you in-person next year. I now declare the meeting closed.