abrdn seeks to reassure shareholders after AGM pushback

Chair Douglas Flint and senior independent director Jonathan Asquith met with shareholders that had voted against the resolutions to understand the rationale behind their decision.

The resolutions in question regarded the re-appointment of Catherine Bradley as a director; the issuance of additional shares; the disapplication of share pre-emption rights; authorising the company to buy back up to 14.99% of its issued ordinary shares; and the allotment of shares to issue convertible bonds.

Regarding the issuance of further shares, the disapplication of share pre-emption rights and the issuance of convertible bonds, abrdn said investors had concerns about shareholder dilution. 

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In the event of a buyback programme, shareholders said they were concerned the asset manager would breach certain thresholds. In addition, they also raised concerns over the number of external mandates held by Bradley.

In a regulatory filing today (3 November), abrdn said: “One major shareholder applies more stringent requirements than the prevailing proxy adviser guidelines in relation to the number of external mandates held. The number of external mandates held by each director are within the requirements of the proxy adviser guidelines and in line with market practice. 

“The nomination and governance committee keeps under review all existing or planned external commitments of directors to assess their ability to meet the necessary time commitment and whether there are any conflicts of interest to address.

“The company is satisfied that Catherine Bradley is able to provide the required commitment to abrdn and to continue to make a valuable contribution to the company.”

In terms of shareholder dilution and the potential breach of thresholds, abrdn said the resolutions were “in line with, or lower than, the maximum recommended levels contained within the relevant share capital management guidelines and prevailing voting guidelines of leading corporate governance agencies”.

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The firm said the majority of shareholders are “supportive” of the authorities sought, which it said follow “standard market practice” in the UK.

“The company only retains these authorities to provide flexibility in the capital management of the company and would only exercise these authorities if it were considered in the best interests of shareholders,” it said. 

“The company intends to continue constructive dialogue with its major shareholders to understand any concerns they may have, and [Flint and Asquith] would welcome any relevant feedback from any other shareholders in relation to these matters, or any others.”