Company Announcements

3 December 2020

Land Securities Group PLC (the Company)

Statement regarding shareholder vote on re-election of Edward Bonham Carter at 2020 AGM

At the Company's 2020 AGM in July, Edward Bonham Carter received a 79.63% vote in favour of his re-election as a Non-executive Director of the Company.  In accordance with the requirements of the UK Corporate Governance Code, this is an update statement on actions taken by the Company to understand the reasons behind the vote.  A final summary will be provided in the Company's 2021 Annual Report.

The Company acknowledges that Mr Bonham Carter is at his maximum number of additional appointments under the ISS guidelines and that some other proxy bodies and institutional shareholders have more stringent guidelines.  

Ahead of the AGM, the Company consulted with a number of shareholders and proxy bodies to discuss the extent of Mr Bonham Carter's commitments, including BlackRock (which holds 11% of the Company's shares) and confirmed that Mr Bonham Carter's vice chairman role at Jupiter was 3 days per week, his roles at the Company and ITV plc are his only two additional positions with listed companies and that at that time, there were no plans to reduce his commitments.

Since the AGM, the Company has further engaged with BlackRock having identified it as casting the majority of votes against Mr Bonham Carter's re-election.  BlackRock reconfirmed that its voting decision was based on the information above which resulted in Mr Bonham Carter being considered overboarded by reference to its guidelines. 

In October 2020, it was announced that Mr Bonham Carter is to step down from Jupiter's board and relinquish his role as vice chairman next year in order to take up a new role within Jupiter focusing on its stewardship and corporate responsibility activities.  The Company has agreed that it will keep BlackRock informed of any further changes to Mr Bonham Carter's responsibilities during the year and will engage with BlackRock and other shareholders ahead of the 2021 AGM. 

As noted in the Annual Report, Mr Bonham Carter attended all of the Company's Board meetings throughout the 2019/20 financial year, acted as Chair of the Remuneration Committee and carried out his duties as Senior Independent Director which included additional time to run the Board evaluation and Director appraisal process.   Also last year, as a member of the Nomination Committee, Mr Bonham Carter spent a considerable amount of time over a four-month period on the appointment of the Company's new Chief Executive.  Mr Bonham Carter stepped down as Chair of the Remuneration Committee in May 2020 but is still the Senior Independent Director and a member of both the Remuneration and Nomination Committees.

The Board believes that Mr Bonham Carter brings significant experience to the Board and its Committees and continues to be in a position to dedicate sufficient time to discharge his duties and responsibilities as a member of the Board and Senior Independent Director.  

Enquiries:
Liz Miles
Deputy Company Secretary
Land Securities Group PLC
020 70245280