Item 1: To remove as a director of the Company, Donald Brydon
Shareholders are asked to approve a shareholder proposal proposed by The Children’s Investment Master Fund (TCI), which owns 5% of the share capital, to remove the Chairman of the Company, Donald Brydon, from the Board.
The Company’s former CEO, Xavier Rolet, has left the Company. Primarily due to concerns that his departure was not voluntary, TCI has proposed the removal of the Chairman from the Board. In addition, they are concerned with his track record, and the ‘corporate governance crisis’ in leadership over which he has presided at the Company.
TCI is concerned that Rolet is being ‘forced out’ of the Company ‘against his will’. TCI points to Rolet’s ‘extraordinary track record’ to suggest that his departure is not in the best interest of the Company. They have requested a clear explanation as to why the CEO is leaving the Company, which has not been provided. The CFO, David Warren, is currently serving as joint CFO and interim CEO.
Shareholders should expect clear, transparent communication with the Board over significant governance issues such as the selection and dismissal of a CEO. That information requested by TCI was not provided to shareholders shows a lack of transparency which is a governance concern in and of itself. While it is not possible for shareholders to know, at least given current disclosure, the internal situation leading to the departure of the CEO, the lack of clear, transparent leadership and a satisfying response by the Chairman to shareholder inquiries over a significant governance matter is unacceptable. Even in normal circumstances, the re-election of Donald Brydon to the Board does not meet ECGS policy due to a lack of independence and gender diversity on the Board. Furthermore, we hold the Chairman responsible for the botched execution of the LSE – Deutsche Börse merger when the execution risk was known, and the generous compensation granted to Xavier Rolet.
London Stock Exchange Group is a global markets infrastructure business based in the United Kingdom. Co's operating segments include: Information Services, which provides a range of information and data products including indexes and benchmarks; Post Trade Services LCH, which provides clearing services through which counterparty risk is mitigated across multiple asset classes; Capital Markets, provides access to capital for domestic and international businesses and electronic platforms for secondary market trading of equities, bonds and derivatives; and Group Technology, which provides secure technologies to customers that require performance at high levels of availability and throughput.
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Item 1: Approve the share consolidation The Board requests shareholder approval to implement a share consolidation on the basis of 19 new ordinary shares for every 20 existing ordinary shares held. The consolidation is intended to maintain comparability, as far as possible, of the Company’s share price before and after the payment of a special dividend of $2.621 per share. The special dividend is equivalent to 5% of the market capitalisation of the Company as at 14 December 2018. The Company has implemented a series of share consolidations, returning funds to shareholders in this way in 2012...
Item 1: Approve Share Buybacks Shareholder approval is being sought to authorise the Company to make market purchases of its ordinary shares following the inclusion of a typographical error in the resolution granting authority at the 2018 AGM. This error meant that the authority granted at that meeting has already expired. As there is currently no authority in place, the Board proposes the standard share repurchase authority for the UK market with period ending until the earlier of 25 October 2019 (being the later date set out in in the resolution granting authority at the 2018 AGM) and the ...
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