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25%: 33%: 30%: Triple whammy for Peace as Experian shareholders revolt over his successor: 30% declined to back chief executive to be new chair Investors' body concerned over corporate governance

July 17, 2014

Jill Treanor



Serial boardroom director Sir John Peace was under pressure last night after facing a hat-trick of shareholder rebellions at the three FTSE 100 firms he chairs.

Following his recent embarrassments with revolts over pay at high fashion retailer Burberry and Standard Chartered bank, yesterday investors in Experian vented their anger over succession planning at the credit-checking company.

After Peace had chaired his last annual meeting of Experian - the company he founded more than 30 years ago - it was announced that 30% of investors had failed to support the election to the board of his successor, Don Robert.

The revolt by nearly one in three investors came after the intervention of the Institute of Directors, which warned that Robert's appointment to chairman breached City codes stipulating that chief executives should not jeopardise the independent oversight of the board by stepping up to the crucial role of chairman.

It came on a day when other top companies also faced dissent from investors. At Icap, the interdealer broker run by former Conservative party treasurer Michael Spencer, nearly 33% of investors showed their anger over pay by voting against the remuneration report while at Aberdeen-based transport company First Group 25% of shareholders voted against pay deals for its boss, Tim O'Toole.The revolts come amid heightened scrutiny of pay at leading companies after business secretary Vince Cable gave shareholders a new vote on future pay deals for bosses.

At Standard Chartered 41% of investors voted against pay deals for the management team while at Burberry last week almost 53% of investors cast a non-binding vote against the pay report.

At Experian the focus had been on succession planning and while just a handful of investors attended the annual meeting in Dublin, the drama came in votes that had been cast before the meeting by institutional investors.

About 11% of investors voted against Robert's re-election to the board but if deliberate abstentions are included the level of opposition rose to 30%. Company directors usually expect a much more solid endorsement by their shareholders, as was the case for the other directors on the Experian board who were elected with around 98% support.

Robert has been chief executive of Experian since it was spun out of GUS in 2006 and floated on the stock market. He has received pounds 45m over five years and there was also a smaller revolt over pay after 15% of investors failed to support the remuneration report. He took up his post as chairman after the annual meeting where he paid tribute to his predecessor's "leadership and determination".

Experian focused on the 90% of votes cast in favour of Robert's re-election rather than the level of dissent. "As chairman, Don brings considerable value to Experian and has unrivalled, knowledge of the business. The board places enormous value on Don remaining with the business, particularly given the retirement of founder Sir John Peace," the company said.

"We endeavour to listen carefully to our shareholders and are always happy to engage with any investors on this or any other resolution that was put to today's meeting," it added.

Investor advisory bodies such as the Investment Management Association had warned about the breaches of corporate governance codes, issuing an "amber top" alert before the annual meeting. An amber top is its second highest warning.

It is thought that investor bodies were also concerned about the bonuses at money broker Icap - which was fined pounds 55m in September for rigging Libor - as there is no upper limit on the amount that can be paid out. At the annual meeting, chairman Charles Gregson told shareholders: "Our remuneration policy is historical, the process is changing we will be consulting shareholders on a newpolicy in 2016."

At First Group, yesterday's rebellion was less strong than the 30% vote against pay policies in 2013. "Imelda Walsh, the newly appointed chair of our remuneration committee, will engage with investors and ensure ongoing support for the group's remuneration policy and practices," a First Group spokesman said.

Captions:

Shareholder revolt over pay at train and bus operator First Group

Investor rebellion over bonuses at money broker Icap

Investors failing to back the new chairman



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Source: Guardian (UK)


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