British American Tobacco - 2020 Annual General Meeting – Voting Results Update Statement

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News Release

2020 Annual General Meeting – Voting Results Update Statement

07 October 2020

At the Company’s Annual General Meeting (AGM) held on 30 April 2020 all resolutions were passed with the requisite majority of votes, however we acknowledged the vote against received in respect of Resolution 2 ‐ Directors’ Remuneration Report and Resolution 15 ‐ Renewal of Directors' Authority to Allot Shares in our AGM voting results announcement (101 kb) , which has been noted on the UK Investment Association (IA) register of shareholder votes.

Resolution 2 ‐ Directors’ Remuneration Report

A vote of 38.06% was received against Resolution 2 at our 2020 AGM. We have engaged with a number of shareholders that voted against this resolution to understand their position and perspectives on the management of executive pay and in particular within the current market context.

Whilst we understand that some shareholders were unable to support the resolution, we note that the decisions taken by the Remuneration Committee have been supported by the majority of our shareholders. 

The Company’s Remuneration Committee has discussed the feedback received in detail and the matters raised by shareholders will remain under active consideration as we look ahead to 2021.

Resolution 15 ‐ Renewal of Directors' Authority to Allot Shares

A vote of 25.59% was received against Resolution 15 at our AGM. Through our shareholder engagement, the Board is aware that there is a divergence between prevailing UK market practice for FTSE companies to retain an authority to allot in line with the IA share capital management guidelines, and governance policies maintained by certain overseas investors which either do not support a general allotment authority or only support a general authority at lower levels.

Whist we recognise that some shareholders are unable to support an allotment authority at the level sought, we note this level of authority continues to be supported by the majority of our shareholders and is in line with prevailing UK market practice. Although there is no present intention to exercise this authority, we continue to consider that this level of authority is appropriate to maintain flexibility for the Company.

We will maintain dialogue with shareholders for which this authority continues to present concerns and will keep best practice in this area under review. A final update on these matters will be provided in the Company’s Annual Report and Form 20-F 2020, prior to the Company’s AGM in 2021.


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