Standard Life plc (SDLF) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Annual General Meeting of Phoenix Group Holdings plc. My name is Nicholas Lyons, and I'm the Chairman of the Board of Phoenix Group Holdings. First of all, I'd like to apologize that due to current U.K. government restrictions, only one of our Board of Directors, our Chief Executive Officer, Andy Briggs, can be physically present at this meeting for quorum purposes. And as such, he will be chairing the formal meeting today. I would also like to express my regret on behalf of the Board of Directors that, as stated in our market announcement of the 17th of April 2020, we are unable to accommodate shareholders attending in person at this meeting, other than those forming the quorum, as it is currently not lawful. I thank you for your understanding and for submitting your votes by proxy as requested. As stated in our Notice of Meeting of the 23rd of March 2020 and our market announcement of the 17th of April 2020 to support engagement with our shareholders, this meeting is being streamed by audio webcast. And we have invited shareholders to submit questions ahead of the meeting relating to resolutions being put to the meeting. Before proceeding to the formal meeting, I would like to thank Jim McConville on behalf of the Board for his tremendous contribution since he joined Phoenix in 2012 as Group Finance Director. Jim is retiring at the end of this AGM. I am pleased that, as previously announced, Rakesh Thakrar is our proposed new Group Chief Finance Officer, being promoted from the role of Deputy Group Finance Director, a position he has held since July 2014. Rakesh is proposed for election to the Board at this meeting. In accordance with the U.K. Corporate Governance code, all our other directors are being proposed for election or reelection to the Board at this meeting. The Notice of Meeting provided details regarding why the contribution of each of our directors being put forward for election or reelection is and continues to be important to the long-term success of Phoenix. Resolution 4 is the proposal to declare and approve a final dividend for the year ended the 31st of December 2019, as set out in the Notice of the Meeting. In this regard, I'm pleased to refer you to our market announcement of the 7th of May 2020, headed Phoenix Group's Resilient Capital Position Supports Payment of 2019 Final Dividend. I'll now hand over to our Chief Executive Officer, Andy Briggs, to formally commence the meeting. Andy.

Thank you, Nick, and good morning, ladies and gentlemen. As the only director present, I should chair the meeting in accordance with the company's Articles of Association. The quorum for this meeting is 2 members present in person or by proxy. I'm joined today by the company secretary, Gerry Watson, who I can confirm is also a member and is included as part of the quorum for the meeting. Therefore, I can confirm that a quorum is present, and so I now formally open the 2020 Annual General Meeting of Phoenix Group Holdings plc. By way of confirmation, the total number of issued ordinary shares with voting rights is 721,527,343. As the notice convening this meeting has been in your possession for the required period, I wish to propose that it be taken as read and note that there are no objections. The purpose of this meeting is to seek the approval of shareholders to the resolutions contained in the Notice of Meeting dated 23rd March 2020. In accordance with best practice and to accurately reflect the wishes of shareholders, the voting at this meeting will be conducted by means of a poll on every resolution rather than a show of hands with the results that votes cast are by reference to the number of shares held. Accordingly, I exercise my right as chairman in accordance with Article 75 of the company's Articles of Association to demand a poll on the resolutions, and I ask that the company's registrars, Computershare Investor Services PLC, to act as scrutineers. Resolutions 21 to 24 and 26 to 28 in the Notice of Meeting, being the authorization for the limited disapplication of preemption rights, the limited disapplication of preemption rights for an acquisition or specified capital investment. The authority for the company to purchase its own ordinary shares in each case prior to and following the issuance of new shares pursuant to the completion of the ReAssure acquisition and the authority to call a general meeting of the company other than AGM on not less than 14 clear days notice will be proposed as special resolutions. This means that at least 3/4 of the votes cast for each resolution must be in favor in order for those resolutions to be passed. All other resolutions in the Notice of Meeting being resolutions 1 to 20 and 25 will be proposed as ordinary resolutions, and to be passed, will require more than half of the votes cast to be in favor of those resolutions. Normally, we would now request shareholders to ask questions in relation to any of the proposed resolutions. In the Notice of Meeting and the market announcement of 17th April 2020, we offered the opportunity to shareholders to submit any questions they have prior to the meeting relating into the resolutions being put to the meeting. I appreciate that this is not the same as asking questions in person and thank shareholders for their understanding in the current circumstances. No questions have been submitted. We will now move to the formal business of the meeting as we have agreed that the Notice of Meeting has been read. The voting will be conducted by a poll. The Chairman will now sign the poll card to lodge the votes of those shareholders who appointed the Chairman to vote on their behalf. As the meeting is being held as a closed meeting in order to comply with the U.K. government current restrictions, the poll has now been completed with the signing of the Chairman's poll card. The results will be announced to the London Stock Exchange and published on the company's website as soon as practicable. For your information, the proxy voting outcome was for over 96% of the votes cast in favor of all 28 resolutions. That concludes the formal business of the meeting, and I declare it closed. I would like to thank the shareholders for your continued support and look forward to the time when we can welcome you again in more normal times to a normal AGM. Thank you.