Hybrid AGMs and British Land

The British Land Plc (BLND) Annual General Meeting is coming up on the 17^th July and I took the opportunity to review the agenda items as some are particularly interesting this year. One resolution refers to a change in the Articles which have been substantially revised. They include:

• A new resolution to permit “hybrid” General Meetings where some members can participate electronically instead of attending in person. But “all electronic” meetings are still not permitted. This is surely a good initiative and would enable many more shareholders to “attend” such meetings. The disappointing aspect is that apparently the company has “no current intention” to use this capability.
• A new provision is to allow the current directors to continue in office, with limited capabilities, if they are all voted off at an AGM. This is not very likely to happen, particularly when there are 13 directors on the board as in this company, although I have seen it threatened at smaller companies. Perhaps it is not an unreasonable provision. But why does any company need 13 directors? That surely makes board meetings either very long-winded or some directors are not likely to be saying much. It makes for dysfunctional board meetings. Looking at the backgrounds of some of the directors, where there is no obvious relevance to a property company, it would look like the board could be reduced in size without too much difficulty.
• Another change is to up the limit on the total pay of non-executive directors from £600,000 to £900,000. Does that sound high? Perhaps not when the Chairman has a fee set at £385,000 per year and the non-executives get a base fee of £62,500 with other additions for sitting on various committees. Indeed the odd thing is that the total fees paid to non-executive directors were £986,000 last year. Surely that means the new limit it not enough and the limit was breached by a wide margin last year? Perhaps not because the limit excludes any additional fees for serving on committees or for acting as chairman which presumably can be set at whatever the board thinks are reasonable. In reality it’s a limit voted upon by shareholders that can be easily side-stepped. It’s surely worth asking for justification at the AGM! So I’ll be voting against the change to the Articles even though most of the revisions are sensible.

The registrar in this case is Equiniti. They sent me a paper proxy voting form but no paper Annual Report, which is somewhat annoying as reading a 186 page report on-line is not easy. I’ll have to request a paper one. But at least they provide an easy on-line voting system unlike some others I could mention – I am still in correspondence with Link Asset Services (Capita as was) on that subject.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )