SJP tackles shareholder dissent over executive pay

St James's Place (SJP) has attempted to reassure a "minority" of shareholders over issues regarding its 'Directors' Remuneration Report' which they pushed back against at the company's annual general meeting (AGM) in May.

In a London Stock Exchange notice published today (15 November), SJP published a statement update regarding a lacklustre number of votes in favour of approving the fourth resolution at its AGM.

Some 77.9% of votes were cast in favour of the resolution, and based on the UK Corporate Governance Code, it must provide an update to shareholders if a measure receives more than 20% of the vote against an AGM resolution.

According to the full AGM results, this was the only issue to not receive at least 90.9% of votes in favour.

In the update, the company said its remuneration committee had engaged with shareholders both before and shortly after the AGM and said it was "pleased to note that most shareholders supported Resolution 4 which was evident from the voting outcome".

However, it had sought "specific feedback has also been sought from the minority of shareholders who voted against Resolution 4".

SJP said the shareholders had had concerns over the vesting outcome on the 2020 Performance Share Plan (PSP) grant.

It said: "This minority of shareholders said that they felt that the committee should have applied a discretionary downward adjustment to the performance-based vesting outcome to take account of the fall in share price at the time of grant in 2020 and the effect of this on the number of shares granted.

"Also, they felt that the explanation provided in the remuneration report could have been enhanced to assist shareholders' assessment of the vesting outcome decided by the committee."

SJP said that the committee had provided an explanation in the remuneration report that that reasons for not applying a downward adjustment because it had already "exercised discretion to award zero annual bonuses for 2020 and to hold the 2020 PSP grants at the same percentage of salary as in 2019 rather than the higher level approved in the 2020 Policy vote".

"Applying a reduction to the vesting outcome in addition to the restraint already referred to above, risked damaging the credibility of the PSP also bearing in mind that no reciprocal upward adjustment could have been made in a previous year when the share price had 'spiked' at the time of grant resulting in a reduced number of shares being awarded," it said.

In its summary, the committee said it felt it had acted in the "best interests" of the firm in not applying a downward adjustment to the performance-based vesting outcome.

It added it was "grateful" for the feedback from clients, and said it would keep shareholders' views on the issue "in mind" going forwards.

SJP recently changed its fee structure in light of Consumer Duty regulations.