Bank of Ireland EGM paves way for say-on-pay vote

12 January 2010

Sarah Wilson

The Extraordinary General Court of Bank of Ireland held today (Jan 12) approved important changes to the Bye-Laws of the company, with 99% of shareholders voting in favour. Bank of Ireland was established by Charter and thus is subject to a somewhat different regulatory structure than companies incorporated under the Companies Act.

The Bye-Laws of the bank do however mirror many of the provisions of the Companies Act. The inclusion of the resolution was questioned in today's The Irish Times, which suggested it amounted to a 'watering-down' of shareholder power at a critical juncture.

Bank of Ireland was constrained by its Bye-Laws in its response to Manifest's request for a say-on-Ppy resolution in May 2009. At present the Bye-laws of the Bank require that all resolutions at General Courts of the Bank (save for the declaring of a dividend, the consideration of the accounts, balance sheets and the reports of the directors and auditors of the Bank, the election of directors in place of those retiring, the reappointment of the retiring auditors and the fixing of the auditors’ remuneration) require a special resolution. At the time, the company identified to Manifest that this requirement presented difficulties in introducing a say-on-pay resolution at the July 2009 AGM.

At the AGM in July 2009, the company compromised by explicitly referencing the remuneration report in the text of the resolution of the annual report and the inclusion of a comment by the chairman. The removal of the special resolution requirement approved today will potentially allow the 2010 AGM to include a vote on the remuneration report by way of an ordinary resolution.

Manifest will shortly be writing to all Irish companies to follow up our 2009 campaign and the introduction of say-on-pay resolutions at DCC and United Drug to urge the introduction of a say-on-pay resolution as standard at all AGMs in 2010.