RELX PLC - AGM 25 April 2019
In general, RELX is in compliance with the UK regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 2, approval is sought for the Company's remuneration report. As the maximum variable salary, in aggregate corresponding to 800% of annual base salary, substantially exceeds the threshold of 300% of annual base salary under its guidelines, ECGS recommends to vote OPPOSE.
Under ITEM 19, the board of directors seeks authorisation to repurchase own shares.
Although the requested authority as such meets its guidelines, ECGS notes that the Company uses "per share" performance conditions and does not state whether the impact of these share repurchases will be neutralized. Since RELX has a history of share buybacks, ECGS cannot rule out the possibility that executive compensation has been impacted. Accordingly, ECGS recommends to vote OPPOSE.
Under ITEM 20, the board of directors proposes to maintain the delay in calling meetings other than AGMs from 21 to 14 days. In ECGS' view this proposal is not in the shareholders' best interests and therefore it recommends to vote OPPOSE.
Finally, under ITEMS 22 and 23, the board of directors is seeking approval to use part of the merger reserve (as a result of the cross-border merger between RELX N.V. and RELX plc) in order to increase the amount of distributable reserves available to the Company for future dividend payments and share buybacks. ECGS notes that the proposals will not result in any change to the nominal value of the Company's ordinary shares, will have no impact on RELX' cash position or on its net assets, will not itself involve any distribution or repayment of capital or share premium by the Company and will not result in any changes to RELX' existing dividend policy. ECGS has no (major) concerns over both proposals and therefore recommends to vote FOR.
RELX is a holding company. Through its subsidiaries, Co. operates in four market segments: Scientific, Technical and Medical, which is a global information and analytics business that helps institutions and professionals advance healthcare, open science, and improve performance for the benefit of humanity; Risk and Business Analytics, which provides customers with solutions and decision tools that combine public and industry specific content with advanced technology; Legal, which is a provider of legal, regulatory and business information and analytics; and Exhibitions, which the events business improve the power of face-to-face through data and digital tools.
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