Results of Rio Tinto annual general meetings
Source: RNS
Results of Rio Tinto annual general meetings
9 May 2019
The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 10 April 2019 and
9 May 2019 respectively.
Under Rio Tinto's dual listed companies structure established in 1995, decisions on significant matters affecting shareholders of Rio Tinto plc and Rio Tinto Limited in similar ways are taken through a joint electoral procedure. Resolutions 1 to 16 in table 1 below contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 17 to 20 of the Rio Tinto plc notice of meeting in table 2 below were put to Rio Tinto plc shareholders only and resolutions 17 to 19 of the Rio Tinto Limited notice of meeting in table 3 below were put to Rio Tinto Limited shareholders only.
All resolutions were carried, with the exception of the requisitioned resolutions 18 and 19 put to shareholders of Rio Tinto Limited only. Requisitioned resolution 18 was not carried and requisitioned resolution 19 was not valid, as it was conditional on resolution 18 being carried by the required majority. All resolutions were decided by poll.
The results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC, and the results of the Rio Tinto Limited polls were as reported by the duly appointed returning officer, a representative of Computershare Investor Services Pty Limited. These results are as set out below. Information on the final proxy position for each company is detailed in Appendix 1, and the votes cast on each resolution as a percentage of the issued capital of each company is set out on our website at riotinto.com/agm2019.
Table 1
The following joint decision resolutions, which were put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll at the respective annual general meetings, were duly carried. The results of the polls were as follows:
|
Resolution |
Total Votes Cast |
For |
Against |
Withheld / Abstained ¹ |
|||
|
|
|
|
Number |
% |
Number |
% |
|
|
1. |
Receipt of the 2018 Annual report |
1,148,431,031 |
1,139,031,070 |
99.18 |
9,399,961 |
0.82 |
19,884,877 |
|
2. |
Approval of the Directors' Remuneration Report: Implementation Report |
1,143,455,162 |
1,070,321,199 |
93.60 |
73,133,963 |
6.40 |
24,817,450 |
|
3. |
Approval of the Directors' Remuneration Report |
1,151,989,943 |
1,069,822,503 |
92.87 |
82,167,440 |
7.13 |
16,285,082 |
|
4. |
To elect Dame Moya Greene as a director |
1,152,803,298 |
1,151,319,566 |
99.87 |
1,483,732 |
0.13 |
15,517,136 |
|
5. |
To elect Simon McKeon AO as a director |
1,152,809,806 |
1,143,414,804 |
99.19 |
9,395,002 |
0.81 |
15,506,876 |
|
6. |
To elect Jakob Stausholm as a director |
1,152,796,169 |
1,150,819,726 |
99.83 |
1,976,443 |
0.17 |
15,524,055 |
|
7. |
To re-elect Megan Clark AC as a director |
1,152,878,162 |
1,148,716,914 |
99.64 |
4,161,248 |
0.36 |
15,440,488 |
|
8. |
To re-elect David Constable as a director |
1,152,824,455 |
1,143,511,652 |
99.19 |
9,312,803 |
0.81 |
15,495,980 |
|
9. |
To re-elect Simon Henry as a director |
1,151,299,466 |
1,141,619,129 |
99.16 |
9,680,337 |
0.84 |
17,020,969 |
|
10. |
To re-elect Jean-Sébastien Jacques as a director |
1,152,864,695 |
1,152,019,655 |
99.93 |
845,040 |
0.07 |
15,449,819 |
|
11. |
To re-elect Sam Laidlaw as a director |
1,152,830,364 |
1,136,104,118 |
98.55 |
16,726,246 |
1.45 |
15,490,069 |
|
12. |
To re-elect Michael L'Estrange AO as a director |
1,152,854,876 |
1,143,575,610 |
99.20 |
9,279,266 |
0.80 |
15,461,137 |
|
13. |
To re-elect Simon Thompson as a director |
1,143,067,135 |
1,098,372,296 |
96.09 |
44,694,839 |
3.91 |
25,253,297 |
|
14. |
Re-appointment of auditors |
1,152,217,443 |
1,126,969,313 |
97.81 |
25,248,130 |
2.19 |
16,101,429 |
|
15. |
Remuneration of auditors |
1,152,105,253 |
1,144,667,926 |
99.35 |
7,437,327 |
0.65 |
16,209,708 |
|
16. |
Authority to make political donations |
1,152,221,407 |
1,146,541,515 |
99.51 |
5,679,892 |
0.49 |
16,065,843 |
|
¹ In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at Rio Tinto plc's meeting are aggregated with "abstained" votes at Rio Tinto Limited's meeting. For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.
|
|||||||
Table 2
The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 10 April 2019. Resolution 17 was carried as an ordinary resolution and resolutions 18 to 20 as special resolutions. In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the resolutions passed by Rio Tinto plc shareholders, other than ordinary business, have been submitted to the National Storage Mechanism and are available for inspection at http://www.morningstar.co.uk/uk/NSM. The results of the polls were as follows:
|
Resolution |
Total Votes Cast |
For |
Against |
Withheld / Abstained |
|||
|
|
|
|
Number |
% |
Number |
% |
|
|
17. |
General authority to allot shares |
928,987,497 |
829,158,948 |
89.25 |
99,828,549 |
10.75 |
15,051,675 |
|
18. |
Disapplication of pre-emption rights |
927,332,365 |
925,249,303 |
99.78 |
2,083,062 |
0.22 |
16,711,049 |
|
19. |
Authority to purchase Rio Tinto plc shares |
928,826,027 |
734,289,456 |
79.06 |
194,536,571 |
20.94 |
15,217,689 |
|
20. |
Notice period for general meetings other than annual general meetings |
928,924,707 |
878,298,677 |
94.55 |
50,626,030 |
5.45 |
15,119,617 |
Resolution 19 'Authority to purchase Rio Tinto plc shares' was passed with less than 80% of votes in favour. Shining Prospect (a subsidiary of the Aluminium Corporation of China "Chinalco") voted against resolution 19. Chinalco has not sold any of its shares in Rio Tinto plc and now has a holding of just over 14% given its non-participation in the Company's significant share buyback programmes. This places Chinalco close to the 14.99% holding threshold agreed with the Australian Government at the time of its original investment in Rio Tinto.
Table 3
Resolutions 17 and 18 below were put to Rio Tinto Limited shareholders only. Resolution 17 was carried as a special resolution. Resolution 18, also a special resolution, was NOT carried. The results of the polls were as follows:
|
Resolution |
Total Votes Cast |
For |
Against |
Withheld / Abstained |
|||
|
|
|
|
Number |
% |
Number |
% |
|
|
17. |
Renewal of off-market and on-market share buy-back authorities |
223,482,765 |
220,354,274 |
98.60 |
3,128,491 |
1.40 |
791,406 |
|
18. |
Requisitioned resolution to amend the constitution of Rio Tinto Limited |
218,661,572 |
5,156,968 |
2.36 |
213,504,604 |
97.64 |
5,614,504 |
Resolution 19 was NOT valid as it was conditional on resolution 18 being carried by the required majority. Poll figures are provided below for information purposes only
|
Resolution |
Total Votes Cast |
For |
Against |
Withheld / Abstained |
|||
|
|
|
|
Number |
% |
Number |
% |
|
|
19. |
Requisitioned resolution on transition planning disclosure |
223,361,308 |
13,393,204 |
6.00 |
209,968,104 |
94.00 |
915,368 |
LEI: 213800YOEO5OQ72G2R82
Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
|
Steve Allen Group company secretary
|
Tim Paine Joint company secretary |
|
Rio Tinto plc 6 St James's Square London SW1Y 4AD United Kingdom
T +44 20 7781 1345 No. 719885 |
Rio Tinto Limited Level 7, 360 Collins Street Melbourne 3000 Australia
T +61 3 9283 3333 Registered in Australia ABN 96 004 458 404 |
Appendix 1
FINAL PROXY POSITION
Shareholders are encouraged to look at the voting figures provided in the main part of this announcement, as proxy figures may not be an accurate indication of the voting at the annual general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself.
References in this appendix in respect of resolutions 1-16 to an appointment specifying that a proxy abstain on a resolution should, when referring to voting at Rio Tinto plc's annual general meeting, be taken as references to the appointment specifying that the proxy withhold from voting on a resolution.
The proxy position for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares in accordance with the DLC structure) on the resolutions put to both Rio Tinto plc and Rio Tinto Limited shareholders under the joint electoral procedure was as follows:
|
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS |
Rio Tinto plc |
Rio Tinto Limited |
|
1. Receipt of the 2018 Annual report |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,053,281 |
219,896,839 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
917,957,161 |
216,564,860 |
|
(ii) was to vote against the resolution |
9,208,951 |
190,154 |
|
(iii) was to abstain on the resolution |
15,663,234 |
4,221,643 |
|
(iv) may vote at the proxy's discretion |
887,169 |
3,141,825 |
|
2. Approval of the Directors' Remuneration Report: Implementation Report |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
919,745,822 |
223,272,711 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
857,214,473 |
209,168,706 |
|
(ii) was to vote against the resolution |
61,631,715 |
11,019,727 |
|
(iii) was to abstain on the resolution |
23,971,266 |
846,409 |
|
(iv) may vote at the proxy's discretion |
899,634 |
3,084,278 |
|
3. Approval of the Directors' Remuneration Report |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,229,978 |
223,325,016 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
857,200,518 |
208,704,033 |
|
(ii) was to vote against the resolution |
70,161,936 |
11,522,983 |
|
(iii) was to abstain on the resolution |
15,489,533 |
794,094 |
|
(iv) may vote at the proxy's discretion |
867,524 |
3,098,000 |
|
4. To elect Dame Moya Greene as a director |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,625,151 |
223,701,430 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
926,967,691 |
219,832,452 |
|
(ii) was to vote against the resolution |
759,824 |
715,051 |
|
(iii) was to abstain on the resolution |
15,093,697 |
418,245 |
|
(iv) may vote at the proxy's discretion |
897,636 |
3,153,927 |
|
5. To elect Simon McKeon AO as a director |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,616,243 |
223,717,268 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
925,492,169 |
213,374,790 |
|
(ii) was to vote against the resolution |
2,224,920 |
7,167,860 |
|
(iii) was to abstain on the resolution |
15,102,575 |
399,407 |
|
(iv) may vote at the proxy's discretion |
899,154 |
3,174,618 |
|
6. To elect Jakob Stausholm as a director |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,602,380 |
223,716,905 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
926,380,431 |
219,880,973 |
|
(ii) was to vote against the resolution |
1,321,795 |
653,624 |
|
(iii) was to abstain on the resolution |
15,116,258 |
402,770 |
|
(iv) may vote at the proxy's discretion |
900,154 |
3,182,308 |
|
7. To re-elect Megan Clark AC as a director |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,646,469 |
223,753,129 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
924,824,509 |
219,333,453 |
|
(ii) was to vote against the resolution |
2,926,112 |
1,232,921 |
|
(iii) was to abstain on the resolution |
15,070,595 |
366,546 |
|
(iv) may vote at the proxy's discretion |
895,848 |
3,186,755 |
|
8. To re-elect David Constable as a director |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,618,110 |
223,727,648 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
923,415,861 |
215,527,865 |
|
(ii) was to vote against the resolution |
4,294,611 |
5,016,851 |
|
(iii) was to abstain on the resolution |
15,100,738 |
392,028 |
|
(iv) may vote at the proxy's discretion |
907,638 |
3,182,932 |
|
9. To re-elect Simon Henry as a director |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
927,218,820 |
223,601,949 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
921,693,796 |
215,367,655 |
|
(ii) was to vote against the resolution |
4,625,464 |
5,053,332 |
|
(iii) was to abstain on the resolution |
16,500,028 |
517,727 |
|
(iv) may vote at the proxy's discretion |
899,560 |
3,180,962 |
|
10. To re-elect Jean-Sébastien Jacques as a director |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,644,476 |
223,741,456 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
927,204,582 |
220,286,144 |
|
(ii) was to vote against the resolution |
548,422 |
295,594 |
|
(iii) was to abstain on the resolution |
15,068,491 |
378,180 |
|
(iv) may vote at the proxy's discretion |
891,472 |
3,159,718 |
|
11. To re-elect Sam Laidlaw as a director |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,631,556 |
223,720,111 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
916,960,125 |
214,189,222 |
|
(ii) was to vote against the resolution |
10,772,861 |
5,951,315 |
|
(iii) was to abstain on the resolution |
15,087,291 |
399,564 |
|
(iv) may vote at the proxy's discretion |
898,570 |
3,579,574 |
|
12. To re-elect Michael L'Estrange AO as a director |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,646,943 |
223,729,211 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
923,368,818 |
215,639,239 |
|
(ii) was to vote against the resolution |
4,377,576 |
4,899,420 |
|
(iii) was to abstain on the resolution |
15,067,484 |
390,464 |
|
(iv) may vote at the proxy's discretion |
900,549 |
3,190,552 |
|
13. To re-elect Simon Thompson as a director |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
918,864,455 |
223,723,425 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
884,650,751 |
209,854,257 |
|
(ii) was to vote against the resolution |
33,315,093 |
10,682,721 |
|
(iii) was to abstain on the resolution |
24,854,391 |
396,250 |
|
(iv) may vote at the proxy's discretion |
898,611 |
3,186,447 |
|
14. Re-appointment of auditors |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,296,649 |
223,440,101 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
907,624,766 |
215,261,990 |
|
(ii) was to vote against the resolution |
19,781,731 |
4,996,047 |
|
(iii) was to abstain on the resolution |
15,421,693 |
679,240 |
|
(iv) may vote at the proxy's discretion |
890,152 |
3,182,064 |
|
15. Remuneration of auditors |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,259,134 |
223,365,259 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
921,062,444 |
219,047,977 |
|
(ii) was to vote against the resolution |
6,307,050 |
1,126,953 |
|
(iii) was to abstain on the resolution |
15,457,160 |
752,219 |
|
(iv) may vote at the proxy's discretion |
889,640 |
3,190,329 |
|
16. Authority to make political donations |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,630,336 |
223,108,774 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
(i) was to vote for the resolution |
924,142,411 |
217,958,952 |
|
(ii) was to vote against the resolution |
3,611,185 |
2,041,457 |
|
(iii) was to abstain on the resolution |
15,063,045 |
1,003,399 |
|
(iv) may vote at the proxy's discretion |
876,740 |
3,108,365 |
|
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 10 APRIL 2019 |
Rio Tinto plc |
|
17. General authority to allot shares |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,662,476 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
(i) was to vote for the resolution |
827,961,807 |
|
(ii) was to vote against the resolution |
99,804,950 |
|
(iii) was to abstain on the resolution |
15,050,675 |
|
(iv) may vote at the proxy's discretion |
895,719 |
|
18. Disapplication of pre-emption rights |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
927,009,781 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
(i) was to vote for the resolution |
924,036,501 |
|
(ii) was to vote against the resolution |
2,078,827 |
|
(iii) was to abstain on the resolution |
16,707,612 |
|
(iv) may vote at the proxy's discretion |
894,453 |
|
19. Authority to purchase Rio Tinto plc shares |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,501,006 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
(i) was to vote for the resolution |
733,085,254 |
|
(ii) was to vote against the resolution |
194,529,901 |
|
(iii) was to abstain on the resolution |
15,216,689 |
|
(iv) may vote at the proxy's discretion |
885,851 |
|
20. Notice period for general meetings other than annual general meetings |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
928,598,686 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
(i) was to vote for the resolution |
877,569,414 |
|
(ii) was to vote against the resolution |
50,143,597 |
|
(iii) was to abstain on the resolution |
15,119,617 |
|
(iv) may vote at the proxy's discretion |
885,675 |
|
PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 9 MAY 2019 |
Rio Tinto Limited |
|
17. Renewal of off-market and on-market share buy-back authorities |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
223,328,391 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
(i) was to vote for the resolution |
217,028,648 |
|
(ii) was to vote against the resolution |
3,126,739 |
|
(iii) was to abstain on the resolution |
790,835 |
|
(iv) may vote at the proxy's discretion |
3,173,004 |
|
18. Requisitioned resolution to amend the constitution of Rio Tinto Limited |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
218,536,568 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
(i) was to vote for the resolution |
5,151,849 |
|
(ii) was to vote against the resolution |
210,287,431 |
|
(iii) was to abstain on the resolution |
5,581,677 |
|
(iv) may vote at the proxy's discretion |
3,097,288 |
|
19. Requisitioned resolution on transition planning disclosure |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
223,236,304 |
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
(i) was to vote for the resolution |
13,388,982 |
|
(ii) was to vote against the resolution |
206,755,701 |
|
(iii) was to abstain on the resolution |
882,541 |
|
(iv) may vote at the proxy's discretion |
3,091,621 |
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