# Synthomer plc 2019 AGM voting outcome update statement

- Link: https://www.directorstalkinterviews.com/synthomer-plc-2019-agm-voting-outcome-update-statement/412795952
- Published: 2019-10-22T07:33:35+01:00
- Author: Giles Arbor

In its 2019 AGM results announcement, **Synthomer plc **(LON: SYNT) reported that
all resolutions were passed, although there was a significant minority vote against
resolution 11 which related to the re-election of Neil Johnson, the Chairman of 
the Company, as a non-executive director. Total votes received in favour of this
resolution were 64.72%.

Following the AGM results, the Company has actively sought to engage in dialogue
with a number of significant shareholders who voted against Neil’s re-election and
with a leading proxy voting advisory body. The dialogue was initiated in order to
better understand the reasons behind the dissenting votes, which were based on:

· Concerns over Neil’s availability to devote sufficient time to carry out his responsibilities
as Chairman of the Company (“over boarding”); and

· The absence of a commitment and plan by the Synthomer Board to implement the Hampton-
Alexander Review Recommendation of 33% representation of women on the Board by the
end of 2020).

The Board has carefully considered the over boarding’ concerns which are understood
to arise due to Neil’s role as chair of two other public company boards – QinetiQ
Group plc (QinetiQ) and Electra Private Equity plc (Electra). Whilst the Board acknowledges
that Neil’s role as chairman of the QinetiQ board is a significant commitment which
should be counted as such this is not however considered to be the case with his
chairmanship of Electra. As Electra has publicly stated, it is conducting a managed
wind-down of its final few investments and reducing overheads prior to closing the
fund which has currently resulted in it having only two employees and requiring 
minimal input from Neil. Accordingly, the Board strongly believes that Neil is an
effective Chairman with sufficient capacity to meet his commitments, and has no 
concerns over his availability to deal with Company matters.

The Board adopted its current policy on diversity in 2014 and has not recommended
the setting of quotas for female or other representation. The Board has appointed
women to fill the most recent two vacancies that have arisen for independent non-
executive directors resulting in female representation of 22.2% on the Board since
September 2018. In order to address both the Recommendation and the need for the
refreshment of independent non-executive directors over the next 18 months in accordance
with the provisions of the UK Corporate Governance Code the Board has decided to
commit to the appointment of an additional female independent non-executive director
by the end of 2020. Whilst this will increase the size of the Board in the short
term to 10 it is expected that the Board will reduce to 9 during the first half 
of 2021. It should be noted that the Board has two long standing male non independent
non-executive directors who are not subject to the tenure requirements of the Code
and who each continue to provide a highly valued contribution.

The Sythomer plc Board will continue to engage with shareholders on these points
as required and will set out further details of any such dialogue and relevant justification
for the re-election for all members of the Board in the 2020 annual report and accounts
and associated documentation.

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