Centamin Egypt evades AGM remuneration report vote

29 October 2010

Sarah Wilson

EU regulation

Centamin Egypt, the Australian incorporated gold mining company which entered the FTSE 250 index in June 2010, will hold its AGM on 9 November in London. At its 2009 AGM the remuneration report vote was defeated, however shareholders will not get an opportunity to vote on the remuneration report in 2010.

The reason is that Centamin moved its UK listing from AIM to a primary listing on the London Stock Exchange in November 2009 and in January 2010 it delisted from the Australian Stock Exchange. Following the cancellation of its Australian listing it is no longer listed on a ‘prescribed regulated market’ and thus falls outside the ‘listed company’ definition used in Australia’s Corporations Act.

It is thus no longer legally obliged to propose its remuneration report for shareholder approval. Many shareholders will consider this a retrograde step in the Company’s governance standards, particularly given that the overwhelming majority of FTSE 250 companies propose such a resolution – whether legally obliged to or otherwise.

The absence of this resolution may be considered especially contentious given that the remuneration report was defeated at the 2009 AGM. That meeting saw 47.5% of shareholders vote in favour with 49.4% voting against and 3.1% submitting abstentions. In addition, the resolution to introduce a share option plan was defeated. The 2010 remuneration report reveals that Company’s remuneration policy and practices have remained virtually identical to those set out in the 2009 remuneration report. Disclosures on remuneration policy generally fall short of expectations for a FTSE 250 company and in the absence of any measures to address investor concerns since the 2009 AGM, Centamin could certainly have expected high dissent again in 2010.

Centamin stated to Manifest that due to its unique circumstances, it was not legally obligated to include the item on the AGM agenda, but will do so going forward as it ‘realise(s) that this is what the market expects and is considered best practice’.

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