2021
Annual General Meeting 2021
Informa PLC’s Annual General Meeting was held on 3 June 2021.
Notice of AGM and Shareholder Circular (pdf)
Results of AGM (pdf)
AGM Update - December 2021
At Informa PLC’s Annual General Meeting on 3 June 2021, a number of shareholders were unable to fully support the Company's chosen approach to remuneration adopted through the COVID-19 pandemic.
As indicated in the announcement following the 2021 AGM, the Company therefore initiated a period of intensive engagement to better understand the range of different views amongst shareholders, including:
- Shareholder Communication: The Company wrote to shareholders immediately after the 2021 AGM to acknowledge the differing opinions and to outline the approach to our new and next Remuneration Policy.
- Chair Roadshow: Following his appointment as Chair of the Board, John Rishton undertook an extensive roadshow with investors to discuss the backdrop to the vote and provide further detail on our approach to the new and next Remuneration Policy.
- Chair Shareholder Forum: To engage more broadly, the Group also hosted a number of group Teams calls for shareholders who might not normally participate in 1on1 meetings with the Board.
- Investor Forum: The Group formally engaged with a group of individual shareholders through the Investor Forum on our forward plans for Board replenishment and remuneration.
- Board RNS Statements: The Group published two Board Updates via RNS on 1 October and 17 November, detailing the progress with replenishing the Board, including the appointment of three new Non-Executive Directors and the Senior Independent Director;
- Remuneration Committee Chair: In response to shareholder feedback, on 1 October 2021 Louise Smalley was appointed as a Non-Executive Director and Chair-Elect of the Remuneration Committee. Louise will assume the role of Remuneration Committee Chair with effect from January 2022.
Remuneration Committee Engagement: On her appointment, Louise Smalley engaged with shareholders to introduce herself and set out Informa’s forward approach to remuneration, meeting with around 15 investors in Q4 2021. In early 2022, Louise will lead the formal consultation and engagement process on the new and next Remuneration Policy which will be put to the vote at the 2022 AGM.
The Board of Informa PLC is committed to maintaining an open and constructive dialogue with our stakeholders and would like to take this opportunity to express thanks to those shareholders and investor bodies who have engaged with us over the last six months.
Following the significant changes and replenishment of the Board through this period, the Group will continue to adapt its forward approach to remuneration in the best interests of all stakeholders and it looks forward to formally consulting with shareholders in 2022 on its new and next Remuneration Policy.
AGM Update - June 2021
As the 2021 AGM results indicate, a range of shareholders, for a range of specific, principled and technical reasons, were unable to fully support the Company's chosen approach to remuneration, which we adopted through the COVID-19 pandemic. A majority of shareholders did support the introduction of the 2021-2023 Equity Revitalisation Plan in December, which is now effective and inflight, and a majority also supported the reappointment of the Remuneration Committee at this AGM, albeit at a variety of levels around and below the 80% threshold.
Consequently, the Company has initiated a new consultation with shareholders on its next approach to remuneration, including on a new Remuneration Policy to follow the 2021-2023 Equity Revitalisation Plan. This consultation will take place during the period between the 2021 and 2022 AGMs, ensuring as many shareholders as possible are able to provide feedback and input on a future approach to remuneration that aligns as closely as possible with the balance of shareholder views.
2020
General Meeting 2020
A General Meeting of Informa PLC was held on Wednesday 23 December 2020 at 5 Howick Place, London, SW1P 1WG at 10.00am to consider two ordinary resolutions, that were both approved:
- To adopt a new Directors’ Remuneration Policy
- To adopt the rules of the Informa Equity Revitalisation Plan
Full details of the resolutions and results of the meeting are included in the documents below:
Results of General Meeting (pdf)
Shareholder Circular including the Notice of General Meeting (pdf)
Shareholder Letter – 10 December 2020 (pdf)
Shareholder Circular - Revised Part IV (pdf)
Marked-up rules of the Informa Equity Revitalisation Plan (pdf)
Proposed (clean) rules of the Informa Equity Revitalisation Plan (pdf)
General Meeting Update
The Company notes the outcome of the General Meeting in December 2020, which followed extensive and extended consultation with a significant majority of shareholders.
This consultation process indicated that a majority of shareholders were supportive of a restricted share plan, with only a small number of investors fundamentally opposed to such an approach. However, largely for procedural reasons, some of the majority were supportive but required differing individual features to be included in order to approve such a plan. This variety of executional preferences made it difficult to find a universally agreeable solution but, in the end, c.60% of shareholders were able to vote to approve the plan.
The 2021-2023 Equity Revitalisation Plan (ERP) is now live, with grants made for each of the three years of the ERP period to more than 100 Senior Leaders at Informa, providing a powerful tool to motivate and retain this important group of leadership Colleagues.
As planned, Informa undertook a Chair succession process in 2020 and a new chair, John Rishton, was approved and appointed by shareholders at the 2021 AGM.
Ahead of his appointment, in early 2021, the Chair-Elect met with more than 25 shareholders from across the register, representing c.60% of Informa’s equity. Encouragingly, shareholder feedback was positive on the Company and the way the management team has navigated through the challenges of the COVID-19 pandemic, with none raising any significant concerns in relation to the aforementioned ERP.
Indeed, there was broad acknowledgement that there are a range of views on restricted share plans and that, following approval of the ERP in December, the focus for the leadership team and the Board should be on continuing to manage the Group effectively through to the other side of the pandemic.
More recently, following the AGM, the new Chair has written to shareholders outlining his immediate areas of focus and his response to the recent shareholder feedback. The Chair made it clear that his plans include a detailed new review of remuneration best practices and the publication of a new draft Remuneration Policy, to be followed by a new shareholder consultation in 2022.
This new Remuneration Policy will then be taken to Informa’s AGM in June 2022 and, subject to shareholder approval, will take effect following the completion of the 2021-2023 Equity Revitalisation Plan from January 2024.
More broadly, the Board will continue to engage with shareholders regularly on all matters.
Annual General Meeting 2020
The 2020 Annual General Meeting (AGM) of Informa PLC was held at 11.00 am on Friday 12 June 2020 at 5 Howick Place, London SW1P 1WG.
2020 Notice of AGM (pdf)
2020 Results of General Meeting (pdf)
AGM Update
The Company notes the outcome of voting on Resolution 13 at the 2019 AGM, relating to the Remuneration Policy, which received majority support (64.9%) from shareholders. This Remuneration Policy was the existing Policy which was last consulted on in 2017. Following the significant disruption caused by COVID-19, the Board sought support from shareholders to have the option to extend its existing policy for a year to avoid policy distraction whilst the Board and Management Team focused on the immediate response to COVID-19 and, in particular, building stability and security through 2021 and beyond. The Board was pleased to receive this majority support.
Informa maintains a regular dialogue with investors, including an Annual Shareholder Roadshow led by the Chairman, and having spoken to a number of shareholders both before the AGM and afterwards, it is clear that the minority vote against the Policy extension was almost exclusively due to the absence of an update on amending existing Executive Director post-employment shareholding commitments and contractual pension entitlements.
The current Remuneration Policy is clear on these matters, in respect of all future Executive Director appointments. However, for the existing Executive Directors, the Board always intended to agree a set of amendments, but as these would require a change to existing legal contractual agreements, this required more time and coincided with the Chairman succession process.
As confirmed within Informa’s recent Half-Year Results, the Chairman succession process, which was previously well progressed, has now resumed.
Following the AGM vote, and recognizing the views of a minority of shareholders on the above two specific matters, the Remuneration Committee has now reached an agreement with the two existing Executive Directors and can now confirm the Group will meet the timetable and guidance on both, post-employment shareholding requirements and amending pension entitlements.
The Board is confident that providing this commitment will address the concerns of the minority of shareholders who raised the above issues.
The Board looks forward to continued engagement with its shareholders on this and any other matters.
General Meeting
A General Meeting was held on Monday 4 May 2020 regarding a resolution to authority to allot shares.
Notice of General Meeting (pdf)
Results of General Meeting (pdf)
2019
Annual General Meeting 2019
Informa PLC's 2019 Annual General Meeting was held at 11.00am on Friday 24 May 2019, in our offices at 240 Blackfriars Road, London SE1 8BF.
Notice of AGM (pdf)
Proposed Rules of the Informa ShareSave Plan (pdf)
AGM presentation (pdf)
2019 Results of AGM (pdf)
