Governance Watch - February 2021: The controversial use of value creation plans

Professional Pensions
clock • 4 min read

Manifest-Minerva's Thomas Bolger takes a look at key issues at upcoming AGMs, focusing this month on issues at Future, the FTSE-listed publishing group.

Future could face shareholder dissent over a proposed new long-term incentive plan at its forthcoming AGM on 10 February. The FSTE 250-listed publishing group has received significant shareholder dissent on remuneration-related resolutions at both its 2020 and 2019 AGMs, indicating ongoing shareholder concerns with remuneration and a potential lack of responsiveness to shareholder dissent.

The remuneration committee is proposing the introduction of a value creation plan (VCP) to replace its existing performance share plan. Under the VCP, one-off units will be awarded to employees which will allow them to share 3.3% of the value created in terms of total shareholder return (TSR), being the growth in Future's market capitalisation plus net equity cashflows to shareholders, over and above a hurdle rate of return of 10% per annum. Future's starting market capitalisation for the hurdle has been set at £1,903m, based on the spot closing price of a share on 30 September 2020 (£19.42). The units will vest in three equal tranches over five years and the aggregate value to be allocated to participants is capped at £95m per tranche. 

The total units to be awarded under each trance is 980,000, of which chief executive Zillah Byng-Thorne will be allocated 140,000 (14.3%) and chief financial officer Rachel Addison 63,000 (6.4%). Accordingly, at full vesting, Byng-Thorne could receive shares worth £13.5m per tranche and £40.7m in total. 

Other value creation plans, such as those seen at Persimmon and Ocado, have resulted in significant shareholder dissent. Future shareholders could have concerns with the size of the potential payout and the applicable performance hurdle. The use of TSR in isolation has the potential to create a disproportionate focus on share price at the possible expense of other aspects of financial performance. Share price performance can also be impacted by factors outside of the executive's control; for example, if the market as a whole recovers post-pandemic, then the executives could receive windfall gains achieved by a shift in the market rather than through the board's actions. 

Shareholders will also note Byng-Thorne's salary has been increased by 21% to £575,000. The remuneration committee state it is the first review of her salary since 2018 and reflects her individual performance and the increase in size and complexity of the group in recent years. Reflecting the level of the increase, the committee has agreed that this salary level will remain fixed for at least the next two years. Notably, a 27.3% salary increase for the chief financial officer was a contributing factor to last year's dissent and shareholders could express concerns over the chief executive's increase this year. 

Thomas Bolger is stewardship team leader at Manifest-Minerva

 

Annual General Meetings in February

Company FTSE Index Event Date Event Type Proxy Deadline
JPMorgan China Growth & Income SmallCap 1 Feb 21 AGM 28 Jan 21
JPMorgan Indian Investment Trust SmallCap 2 Feb 21 AGM 29 Jan 21
Scottish Investment Trust SmallCap 2 Feb 21 AGM 29 Jan 21
Imperial Brands FTSE 100 3 Feb 21 AGM 1 Feb 21
Premier Miton Group AIM 3 Feb 21 AGM 1 Feb 21
Schroder AsiaPacific Fund FTSE 250 3 Feb 21 AGM 1 Feb 21
Compass Group FTSE 100 4 Feb 21 AGM 2 Feb 21
Sage Group FTSE 100 4 Feb 21 AGM 2 Feb 21
Stock Spirits Group SmallCap 4 Feb 21 AGM 2 Feb 21
Aberdeen Standard Equity Income Trust SmallCap 5 Feb 21 AGM 3 Feb 21
Brewin Dolphin Holdings FTSE 250 5 Feb 21 AGM 3 Feb 21
Countryside Properties FTSE 250 5 Feb 21 AGM 3 Feb 21
On the Beach Group SmallCap 5 Feb 21 AGM 3 Feb 21
Schroder UK Mid Cap Fund SmallCap 8 Feb 21 AGM 5 Feb 21
Benchmark Holdings AIM 9 Feb 21 AGM 5 Feb 21
Numis Corp AIM 9 Feb 21 AGM 5 Feb 21
Tritax Eurobox SmallCap 9 Feb 21 AGM 5 Feb 21
Future FTSE 250 10 Feb 21 AGM 8 Feb 21
GCP Infrastructure Investments Ltd FTSE 250 10 Feb 21 AGM 8 Feb 21
Grainger FTSE 250 10 Feb 21 AGM 8 Feb 21
Keystone Investment Trust SmallCap 10 Feb 21 AGM 8 Feb 21
RWS Holdings AIM 10 Feb 21 AGM 8 Feb 21
Euromoney Institutional Investor FTSE 250 11 Feb 21 AGM 9 Feb 21
BlackRock Frontiers Investment Trust SmallCap 12 Feb 21 AGM 10 Feb 21
Victrex FTSE 250 12 Feb 21 AGM 10 Feb 21
BMO Capital and Income Investment Trust SmallCap 16 Feb 21 AGM 12 Feb 21
Dewhurst AIM 16 Feb 21 AGM 12 Feb 21
Finsbury Growth & Income Trust FTSE 250 17 Feb 21 AGM 15 Feb 21
JPMorgan Asia Growth & Income SmallCap 17 Feb 21 AGM 15 Feb 21
Aberdeen Diversified Income and Growth Trust SmallCap 23 Feb 21 AGM  
Ediston Property Investment Company SmallCap 23 Feb 21 AGM 19 Feb 21
Image Scan Holdings AIM 23 Feb 21 AGM 19 Feb 21
Bankers Investment Trust FTSE 250 24 Feb 21 AGM  
Electra Private Equity SmallCap 24 Feb 21 AGM 22 Feb 21
Gooch & Housego AIM 24 Feb 21 AGM 22 Feb 21
Paragon Banking Group FTSE 250 24 Feb 21 AGM 22 Feb 21
Shaftesbury FTSE 250 25 Feb 21 AGM 23 Feb 21
Virgin Money UK FTSE 250 25 Feb 21 AGM 23 Feb 21
Zytronic AIM 25 Feb 21 AGM  

 

More on Investment

PIC funded regeneration development set to welcome first residents

PIC funded regeneration development set to welcome first residents

£130m development comes in partnership with Peel L&P and Wirral MBC

Jonathan Stapleton
clock 22 July 2024 • 1 min read
Partner Insight: Powering the future - The strategic role of data centres in the AI evolution in Europe

Partner Insight: Powering the future - The strategic role of data centres in the AI evolution in Europe

Data centre demand is surging, driven primarily by the rapid evolution of AI technologies. In PIMCO’s view, this represents a significant opportunity for investors in European data centres.

Kirill Zavodov, Executive Vice President, Portfolio Manager @ PIMCO
clock 22 July 2024 • 5 min read
Avon Pension Fund makes £50m affordable housing investment

Avon Pension Fund makes £50m affordable housing investment

Investment will fund around 250 new homes for up to 1,000 people

Holly Roach
clock 18 July 2024 • 1 min read
Trustpilot