Significant levels of voting against the remuneration reports were a theme of the Spring, with large volumes of shareholders seeking to register their dissatisfaction with the board decisions. Some of the largest rebellions were not seen within the financial sector. For example, in the case of
Pendragon car dealership,143 who saw their remuneration report actually voted down with 69% of
Pendragon investors not voting in favour.144 This clearly sent a message to the board, as a direct
result the board withdrew attempts to increase bonuses for directors by 50%. Mutiny extended to the media industry with 46% of shareholders of Trinity Mirror voting against the remuneration report, this figure rose to 54% if deliberate abstentions were taken into account. Once again as a result, a top scalp was claimed in the form of CEO Sly Bailey, Ms Bailey resigned from the company145
following pressure from leading shareholders to reduce her remuneration package.146
No industry was safe, medical technology business Smith & Nephew147 saw 30% of investors failing
to approve the company’s remuneration report.148And moving into retail nearly 30%149 of investors
voted against the remuneration report of Capital Shopping Centres.150 South Africa based Central
Rand Gold151 saw a massive 75% of investors voting against their remuneration report.152 Energy
company Cairn saw 67% of votes cast against the remuneration report, again rising to 76% with abstentions.153Purported to have been on the back of a controversial £1.4m "loss of office" payment
142 Although it can be argued that Bob Diamond resigned in relation to the LIBOR scandal that broke soon after the AGM.
143 Now PendragonPLC see http://www.pendragonplc.com/.
144 67.18% against with 1.89% withholding votes Pendragon PLC, ‘Pendragon PLC: Results of Annual General Meeting’ (10 May 20112) accessed at http://online.morningstarir.com/ir/pdg/ir.jsp?page=news-
item&item=1024407682167276 [accessed on 4 September 2014].
145 Josh Halliday and Lisa O’Carroll, ‘Trinity Mirror chief executive Sly Bailey steps down’ The Guardian (London, 3 May 2012).
146 Kate Burgess, ‘Trinity under pressure over chiefs pay’ Financial Times (2 May 2012). 147 FTSE 100 medical devices company see http://www.smith-nephew.com/uk/.
148 A significant proportion of the 30% were abstentions, 24% Smith & Nephew, ‘Smith & Nephew: 2012 AGM Voting’ (April 2012) accessed at http://www.smith-nephew.com/investor-centre/agm/2012-agm-poll-results/
[accessed on 4 September 2014].
149 Capital Shopping Centres Group PLC, ‘Capital Shopping Centres Group PLC: Result of AGM’ (April 2012) accessed at http://www.investegate.co.uk/ArticlePrint.aspx?id=20120425131507H5859 [accessed on 4 September 2014].
150 Capital Shopping Centre hold large investments in a number of shopping precincts including Manchester's Trafford Centre and the Metrocentre in Gateshead. See Jill Treanor, ‘Pirc recommends voting afainst Smith & Nephew pay plans’ The Guardian (12 April 2012).
151 The company is listed in London.
152 Jill Treanor, ‘Website lets public express anger at City pay’ The Guardian (30 April 2012). 153 http://www.cairnenergy.com/index.asp?pageid=27&newsid=387.
191 | P a g e made to the chairman Sir Bill Gammell,154 this clearly led to shockwaves through the board and a
response by the chairman of the Remuneration Committee Jackie Sheppard who remarked that: ‘We have taken on board and acknowledge the way shareholders have cast their proxy votes on remuneration.
We have listened to shareholders' concerns, having had extensive dialogue with investors in recent weeks. Cairn has learned from the recent consultation and is committed to listening closely to shareholders views on governance.’155
Other companies saw similar results with 50% of voters at William Hill rejecting the remuneration report,156 rising to 52% with abstentions. And industrial materials group Cookson saw a revolt of over
31pc of shareholders voting against the company's remuneration report, 32% with abstentions. At advertising company WPP there was a massive 60% of investors voting against the remuneration report, it was reported to have been directed in particular towards CEO Sir Martin Sorrell’s £13m remuneration package.157
Focusing back within the financial sector Aviva, a leading insurance company, saw 59% of shareholders voting against their remuneration report. And during the AGM comments were
directed towards the remuneration structure of Andrew Moss the CEO, he resigned from his position soon after.158 Prudential PLC, the financial services group, also saw large levels of shareholder
dissatisfaction with 30% voting against the remuneration report, 159 rising to 34% if abstentions were
taken into account.
So it can be concluded that there were a large number of institutions that actively sought to vote down the remuneration reports of their boards during the Spring. Whilst it was foreseen that there would have been some ill feeling from shareholders, the shock factor came about due to the sheer
154 Jill Treanor, ‘’Shareholder spring’ spreads to Aviva and William Hill’ The Guardian (8 May 2012). 155 Cairn Energy, ‘Cairn Energy: Results of AGM’ (17 May 2012) accessed at
http://www.cairnenergy.com/index.asp?pageid=27&newsid=387 [accessed on 4 September 2014]. 156 William Hill, William Hill PLC: 2012 AGM Proxy Voting Figures’ (8 May 2012) accessed at
http://www.williamhillplc.com/~/media/Files/W/William-Hill/siteware/pdf/agm/proxy-figures-2012.pdf
[accessed on 4 September 2014]. 157 Jill Treanor (n 155).
158Aviva, ‘Voting Results of 2012 Annual General Meeting’ (3 May 2012) accessed at
http://www.aviva.com/media/news/item/voting-results-of-2012-annual-general-meeting-16915/ [accessed on 4 September 2014] The Telegraph ‘Andrew Moss steps down as Aviva chief’ The Telegraph (8 May 2012). 159 Prudential PLC, ‘Prudential PLC Annual General Meeting 2012’ (17 May 2012) accessed at
http://www.prudential.co.uk/~/media/Files/P/Prudential-Corp/agm-information/2012/results-of-votes.pdf
192 | P a g e level of shareholder dissent. For as already pointed out it was only envisaged that around 20% of investors would vote against such a remuneration package.160