Introduction to Annual General Meetings

As a participant in the 1+1 Plan, you will become a shareholder in July 2021. Companies are owned by their shareholders with each share representing ownership in relation to the proportion of shares held – so everyone’s voice counts. As a shareholder you will own a small portion of the company, your share, or shares and you will be entitled to vote at Kingfisher’s next annual general meeting in 2022. At Kingfisher, ownership of one share equals one vote therefore, as a shareholder your influence over a company is aligned to the number of shares you own.

In this edition of 1+1 News you’ll find out more about annual general meetings, most often referred to as AGMs, including what they are and how they work.

What is an Annual General Meeting (AGM)?

An AGM is an annual gathering of the company’s shareholders. For large, listed companies like Kingfisher, it is a significant date in their calendar where shareholders have an opportunity to speak to the directors in person and have a say in how the company is managed.

AGMs were traditionally held for the shareholders to approve the company’s financial accounts from the previous year and to discuss performance and plans for the current year with the directors to whom they had entrusted the running of the business. This is still the case today and each AGM typically starts with an update on the company’s performance, ongoing plans, and strategic direction (e.g., ‘Powered by Kingfisher’) from the Chairman and CEO.

At the AGM, shareholders have the opportunity to vote and decide on a number of matters called resolutions. Shareholders vote on resolutions by way of a poll. They vote either on a poll card or electronic equivalent by indicating whether they are ‘For’ or ‘Against’ each resolution or if they would like their ‘Vote Withheld’. Shareholders can also vote their shares in advance or appoint a proxy to attend and vote on their behalf.

Although each AGM differs, there are some resolutions that are common to all UK listed companies because when relevant, they are required to put them to their shareholders for approval. These resolutions include (but aren’t limited to) matters such as the annual election and re-election of each Board director, the appointment and remuneration of the company’s auditor, receipt of the annual report and accounts, the payment of a final dividend (a small payment of company’s profit for the year to shareholders), and the company’s policy on remuneration for the Executive Directors.

Shareholders also have the opportunity to ask questions of the Board.

Who goes to a Kingfisher AGM?

In addition to the company’s shareholders, the Board and the Company Secretary are all expected to attend the AGM. Members of the Group Executive may also choose to attend and can answer questions where the Chair thinks it appropriate.

Of all the attendees of AGMs, you may be most familiar with the term ‘the Board’. The Board is the collective term for Kingfisher’s directors, and they are individually and collectively responsible for overseeing the business, selecting new directors such as the Chief Executive Officer (CEO), and making major decisions on the organisation’s purpose, vision, and strategic goals. It also oversees Kingfisher’s performance and approves the significant policies. Andrew Cosslett, the independent Chair of the Board, leads the Board through its duties and ensures it is an effective working body. The Board also includes Thierry Garnier, CEO and Bernard Bot, Chief Financial Officer (CFO). The rest of the Board comprises non-executive directors who are not employed by the organisation, and therefore provide independent governance, steering, and advice. You can find out more about the Board, Group Executive and other roles (including their names and biographies) in the Our Leadership section of the kingfisher.com website.

There are also a number of Board committees in place comprised of members of the leadership team. These are currently the Audit, Remuneration, Nomination and Responsible Business committees. Each Committee has defined membership, roles and duties, some of which are set by law or regulation. For example, the primary purpose of the Remuneration Committee is to make recommendations to the Board on the Company’s framework or broad policy for executive remuneration and its costs, ensuring that remuneration policy and practices are designed to support strategy and promote long-term sustainable success, reward fairly and responsibly, with a clear link to corporate and individual performance. You can find out more about the committees in the Terms of Reference section of the kingfisher.com website.

What happened at the Kingfisher AGM 2021?

This year’s AGM was held on 30 June at The Royal College of Physicians in London. Due to the continued instances of COVID-19, shareholders were strongly encouraged to attend electronically rather than in person. For this reason, the Company chose to enable shareholders to view the proceedings via a live videocast and to ask questions in real time.

To share with you some of the key points from this year’s AGM, Thierry Garnier, CEO has recorded a video for colleague shareholders summarising the business update that he gave to shareholders. In addition, there is also a short video introducing Andrew Cosslett, Chair of the Board and talking about AGMs.

If you’d like to experience the full AGM from beginning to end, you can view the video in the AGM section of the kingfisher.com website.

How can I find out more in the meantime?

You can find out more about more about Kingfisher AGMs in the AGM section of the kingfisher.com website where you’ll find historic Notice of AGM documents, Proxy Forms, Results, and recordings of the 2021 and 2020 AGMs to bring to life some of the topics discussed in this edition of 1+1 News.