Engagement fail: Imperial Brands pay policy stubbed out

29 January 2017

Editor

EU regulation

Despite attempts at investor engagement, tobacco firm Imperial Brands has withdrawn the resolution amending its policy at its AGM next week (1st February). The company said that that the decision followed consultations with shareholders, and that the existing policy  approved by shareholders at its 2015 AGM  will continue to apply. The withdrawal of the resolution suggests that the company did not expect the binding vote would have passed.

Imperial Brands chairman Mark Williamson said: "We have been actively engaging with shareholders for some time and while we received considerable support, it is clear that views have changed over that time and that the right course of action now is for the Board to withdraw the resolution.

"The Board continues to believe that revising the policy is necessary for retaining and attracting the right calibre of talent to ensure the continued sustainable growth of the business and we will reengage with shareholders to reach a consensus on this important issue."

Manifest's analysis produced prior to the withdrawal of the resolution noted that the amended remuneration policy could have led to a significant upward ratchet in total pay and excessive levels of incentive pay. The policy was to have amended the long term incentive plan (LTIP). Manifest noted, however, that the LTIP awards could be released after only three years when a release after a minimum of five years would better reflect investor expectations.

The chief executive, Alison Cooper's total remuneration in the year to September 2016 was £5.5m. Cooper received an increase in salary of 5.7% pay increase for 2016 to reach a total of £1.02m and it will rise by 3% in 2017 to  £1.05m.

There has been a number of indications that institutional investors would be tougher in their votes on remuneration in 2017. Both the Investment Association and the Pensions and Lifetime Savings Association have strengthened their voting guidelines for their members and asset management giant, BlackRock, has written to companies outlining its intention to hold remuneration committee chairmen to account if pay at companies does not reflect performance and overall employee pay levels.

MPs continue Corporate Governance Inquiry

MPs on the Business, Energy and Industrial Strategy Committee continued their corporate governance inquiry this week. Baroness Sarah Hogg was among those answering questions. She argued that good corporate governance was not just a "nice to have" add on for companies.

She said: "Corporate governance is critical to the sustainability and to the performance of the company."

Sir Philip Hampton who is leading the latest review to increase female participation in the board room and at executive level said he believed the UK's overall corporate governance framework is good and is admired globally.

[amazon_link asins='0471448621' template='ProductAd' store='manifest-21' marketplace='UK' link_id='ce4d11be-e62e-11e6-bdcf-a9d666743888']

Shareholder engagement is poor say directors

Ken Olisa, deputy chairman at the Institute of Directors, said that in his experience shareholder engagement with companies was extremely poor. However, Andrew Ninian director of corporate governance engagement at the Investors Association said while there was an issue of quantity over quality of engagement investors wanted to engage with companies.

The previous inquiry session held on 20th December included a discussion on the role board diversity played on the performance of companies.

Latest News

SHareholder meeting

Accountability Versus Allocation: Who Is Corporate Reporting For?

SHareholder meeting

SFDR Review Moves Forward, But Key Questions Remain for Investors

SHareholder meeting

German governance code reform: Minerva supports simplification, but draws a line at investor visibility

SHareholder meeting

FRC’s new regulatory approach signals a shift from rule-making to market stewardship

SHareholder meeting

Shein lists in Hong Kong at reduced valuation after protracted IPO journey

SHareholder meeting

SEC sends executive pay disclosure overhaul to White House for review

Featured Briefings

Minerva Briefing

Shareholder Proposal Voting Trends 2026 H1

Minerva Briefing

Virtual-Only AGMs

Minerva Briefing

UK Proxy Season Review 2026

Minerva is a global provider of sustainable stewardship solutions with over 30 years of expertise. Minerva empowers investors by providing essential tools, including ESG research and data and expert insights, enabling them to navigate the intricate and ever-evolving landscape of stewardship and proxy voting, whilst ensuring their decisions are well-informed and aligned with sustainable principles.

Related Stories

SEC sends executive pay disclosure overhaul to White House for review

SEC sends executive pay disclosure overhaul to White House for review

September 2, 2026
Read More

Executive Pay Upset: Trump Proposes U$5m Defence Sector Remuneration Cap

January 9, 2026

Jack Grogan-Fenn

Read More

Succession Plan Scrutiny: AMF Explores Succession Planning Governance Risks

December 17, 2025

Jack Grogan-Fenn

Read More

Income “Insanity”: Sanders Lambasts Tesla CEO Musk’s U$1tn Pay Package

December 11, 2025

Jack Grogan-Fenn

Read More

Reporting Reinforcement: FRC Issues Stewardship and Remuneration Guidance

November 14, 2025

Jack Grogan-Fenn

Read More

Remuneration Retraction: ANZ Bonuses Pulled Amid Misconduct Scandal

November 11, 2025

Jack Grogan-Fenn

Read More