Spirax Sarco Engineering – AGM 13 May 2020
AGM and COVID-19 Update
In order to ensure shareholders can comply with the "Stay at Home Measures", the Board has concluded that shareholders will not be able to gain access to the AGM in person. To ensure that shareholders have an opportunity to engage with the Board, the Company has put in place a dial-in facility for shareholders wishing to participate using the following telephone number: +44 (0)20 3478 5289. A passcode is required, which can be obtained by contacting the Company at the following address: axsarco.com. Shareholders dialing into the AGM will be able to speak or ask questions at the start of the meeting.
Directors'Remuneration Report for 2019
Under ITEM 4, the Company seeks shareholder approval of the 2019 Remuneration Report. In comparison with the MSCI country and sector, the quantum is not excessive. The payout for the 2019 bonus of 132% respects our 150% limit. The total variable remuneration was 324% of the base salary which does not respect our limit of 300%. Performance shares granted at 200% of annual base salary exceeded our 150% limit. However, in special circumstances where the base salary is lower than the comparison with the MSCI country and/or sector and performance conditions are very stretching, ECGS could then accept that the LTIP be up to 300% (from 150%) of the base salary (while the annual bonus should not exceed in any case 150% of the base salary), i.e. the total variable remuneration should never exceed 450% of the base salary. This is the case here. Accordingly, we recommend to APPROVE.
Purchase of shares
Under ITEM 20, the Company seeks shareholder approval to repurchase shares. We regret that the company has adopted EPS as a performance metric accounting for a percentage of variable remuneration in excess of ECGS guidelines and the Company has not explicitly indicated whether its performance plans will be adjusted for the impact of the repurchase program. Accordingly, we recommend shareholders to OPPOSE.
Spirax-Sarco Engineering is an industrial engineering group. Co. operates in two businesses: Spirax Sarco, which is engaged in supplying solutions for the design, maintenance and provision of industrial and commercial steam systems; and Watson-Marlow, which is engaged in the design and manufacture of peristaltic pumps and associated fluid path technologies, with its pumps are suited for a range of applications from biotechnology processes that require sterility and precision to corrosive slurries typically seen in precious metal processing. Co.'s customers span a range of sectors from food and beverage processing, to water treatment plants and pharmaceutical research.
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