Almost a month after its 21 December 2021 Annual General Meeting, an error has been discovered that means that Senior Independent Director Adrian Ewer was not re-elected to the Go-Ahead board, as originally thought.
At the AGM, the motion to elect director Adrian Ewer was opposed by 47% of shareholders and the size of the rebellion led Go-Ahead to issue a statement saying that it would consider shareholders’ feedback.
Now, Go-Ahead announced this morning that its registrar, Equiniti, has “discovered an error in the collection of certain proxy votes.”
In light of this, Adrian Ewer will step down from the Board with immediate effect, says Go-Ahead.
In line with previously announced succession plans, Dominic Lavelle and David Blackwood, who were appointed to the roles of Audit Committee Chair Designate and Senior Independent Director Designate respectively on 1 January 2022, will now assume the roles of Audit Committee Chair and Senior Independent Director respectively with immediate effect, adds Go-Ahead.
“As a result of Equiniti’s error, approximately 3.2 million proxy votes validly submitted by shareholders were not included in the vote count produced by the registrar,” says Go-Ahead.
Had these votes been included in the vote count, Resolution 4 to re-elect Adrian Ewer as a director of the Company would have received fewer than 50% of votes in favour and, therefore, he would not have been re-elected as a director of Go-Ahead.
“The error does not affect the outcomes in relation to the other resolutions put to the AGM and those resolutions would still have been approved by the requisite majority of shareholders,” adds Go-Ahead.
Equiniti is technology and payment business that specialises in handling shareholder functions on behalf of PLCs.
Its client list includes Shell, BT, Lloyds Banking Group, easyJet and Metro Bank. Says Equiniti’s profile: “Our clients trust us to hold 70 million shareholder records, send £90 billion in payments in each year, look after 1.1 million share plan investors and interact with 27 million shareholders and pensioners.”
At the time, Go-Ahead said: “Resolution 4 concerning the re-election of Adrian Ewer as a director of the company was passed as an ordinary resolution, with 53% of votes in favour.
“Adrian Ewer is senior independent director and chair of the audit committee and the group understands that this voting outcome is attributable to concerns in relation to the issues identified in connection with London & South Eastern Railway Ltd (LSER).
“In accordance with the UK Corporate Governance Code 2018, the board will consult with shareholders and will consider their feedback in connection with this matter.”
All of the other motions at the AGM, including the election or re-election of five other directors were passed by more than 95% of votes cast.
The issue at LSER – which traded as the Southeastern rail franchise, covering Kent and Sussex – related to the failure by Go-Ahead to pay the government £25m understood to be overpayments for track access fees.
Following this, Go-Ahead’s shares were suspended from trading on 4 January as it was not able to present its audited accounts in time to meet Stock Market deadlines. The shares remain suspended.