Travel company, Thomas Cook received a warning on pay this week at its AGM when the voting results showed that some investors at starting to take a joined up approach to remuneration-related voting. This is a signal to all companies seeking approval for their remuneration policies and new incentive plans this year that shareholders do not want the potential for excessive awards under these schemes.
The largest votes against a resolution at the AGM was on the binding vote seeking approval for the company’s 2017 strategic share incentive plan which received 32.7% of votes against. The backward-looking remuneration report had a vote against of 22.5% (advisory) and the forward looking remuneration policy had an opposition vote of 21.6% (binding).
Institutional investors had signalled that this year they would also target remuneration committee members if they did not approve of the proposed pay schemes, reports or policy. The members of the Thomas Cook remuneration committee, chaired by Warren Tucker, who had served for the full financial year all received a vote against of 15%. The Financial Times reported that Standard Life which has a 13% stake in Thomas Cook had said it had voted against the committee members.
Manifest’s report produced for Thomas Cook’s AGM had given the company’s remuneration a mid-grade C (on a scale of A-F) and had identified that there was poor disclosure for its long term incentive plan performance targets and there were no was no disclosure of performance conditions or targets of the new share plans and that the first awards would be made as soon as the 2018 financial year.
Following the strong show of opposition on pay Thomas Cook said although the resolutions were all approved it acknowledged the views of the shareholders who voted against. The company said that it had consulted with a number of shareholders and proxy advisers during the year and again in recent weeks to discuss their concerns, in particular relating to the strategic share incentive plan.
The Thomas Cook board stated: “From the feedback the board has received in those discussions, it is clear that there remain concerns about the level of information around the possible strategic objectives and the size of the maximum potential award.“
“The board would like to reassure shareholders that it takes seriously its responsibilities to engage with them and take their views into account. We will assess the feedback we have received to inform future consultations.“
The company reconfirmed that it had no plans to make awards under the scheme in the current financial year and added that if it did decide to make any future award under the plan it would consult fully with major shareholders “and their representatives“.Last Updated: 12 February 2017