Israel based Retail FX and CFDs broker Plus500 (LON:PLUS) has issued an update on the actions taken following the voting outcomes at its Annual General Meeting held on 7 May 2024.
Plus500’s 2024 AGM
At the 2024 AGM, one resolution proposed passed with more than 20% of votes cast against, which related to the re-election of Prof. Jacob A. Frenkel as Non-Executive Director and Chair of the Board, where 71.57% of votes cast were in favour.
Another resolution, a non-binding Advisory Vote relating to the Plus500 Directors’ Remuneration Report, was rejected with 65.86% of the votes cast against the resolution. The other 8 resolutions were well supported by shareholders, with at least 80% of votes cast in favour.
Since the AGM, consistent with the Company’s commitment to maintaining ongoing, transparent dialogue with all stakeholders, Plus500 said that the Board put in place a detailed plan to engage with its key shareholders and the shareholder advisory bodies to which the majority of the Company’s shareholders are subscribed, namely ISS and Glass Lewis.
Engagement with shareholder advisory bodies
During Q3 2024, the Company held what it called constructive meetings with Glass Lewis and with ISS. The objectives of the meetings were to provide clarity and insight to Glass Lewis and ISS about the evolution of Plus500’s corporate governance processes over the last three years under the stewardship of its Chair, Prof. Jacob A. Frenkel, and for Plus500 to better understand the research framework of each advisory body.
Ahead of Plus500’s 2024 AGM, both ISS and Glass Lewis recommended that shareholders vote against the Directors’ Remuneration Report. As part of the discussion with Glass Lewis, it was explained that this was due to their view that Plus500 had not provided an adequate response to shareholder dissent. Similar feedback was received from ISS on the same resolution. The Company reiterated to both Glass Lewis and ISS that its most recent Remuneration Policy for Directors and Executives had been significantly restructured to better align it with UK best practice, while taking into account the unique characteristics of the Company as an Israeli global fintech company, and that the policy was constructed using the guidance and assistance of leading remuneration advisory firms. This Remuneration Policy was approved at the Company’s 2023 AGM held in May 2023, and was subsequently outlined again in the Company’s 2024 Directors’ Remuneration Report.
With regards to the level of disclosure in the Directors’ Renumeration Report, the Company explained that some of the KPIs on which its Remuneration Policy is based are either commercially sensitive or benchmarked against competitors. The Company has optimised the structure of its Directors’ Remuneration Report in recent years and will continue considering potential future enhancements to this Remuneration Report, as applicable.
With regards to the re-election of Prof. Jacob A. Frenkel as Non-Executive Director and Chair of the Board, it is the Company’s understanding that while ISS had no specific issues or concerns with Prof. Frenkel and they did acknowledge his contribution to the Plus500 Board and the Company’s corporate governance practices, their recommendation to shareholders to vote against his re-election was related directly to the shareholder dissent in relation to the Directors’ Remuneration Report.
The Board added it would like to reiterate to all stakeholders that Prof. Frenkel continues to bring significant and invaluable experience and knowledge to his role as the Chair of the Board and to provide clear direction and leadership. As such, the Board believes that his continuing tenure as Non-Executive Director and Chair of the Board is for the benefit and of the utmost importance to all stakeholders. As the Board takes matters of corporate governance extremely seriously, it will continue to actively engage with shareholder advisory bodies and shareholders in order to better understand the views of all stakeholders going forward.
Plus500 engagement with shareholders
During Q3 2024, Prof. Jacob A. Frenkel (Chair), David Zruia (CEO), Elad Even-Chen (CFO) and Owen Jones (Head of Investor Relations) held a series of in-person meetings in London with key shareholders, who together represented a significant percentage of the Company’s shareholder register. Further such governance meetings are planned for Q4 2024 and 2025 as part of Group’s regular engagement with its shareholders.
At these meetings, Prof. Frenkel presented to shareholders how the governance framework at Plus500 had evolved and improved under his guidance over the last three years. He outlined the effectiveness of the Board and how the skill set of its Non-Executive Directors complemented one another for the benefit of the Group’s long-term strategy and performance.
Overall, the Company believes that feedback received from shareholders was positive. As it related to executive remuneration, none of the shareholders expressed concerns with the amount paid to the Executive Directors. Feedback focused on the structure of the score, KPIs used and overall level of disclosure. In response, Plus500 committed to take into account this feedback and to incorporate it where feasible. The Board will continue to take shareholder views and feedback into consideration as part of its approach to achieving high governance standards and delivering long-term value for all stakeholders.
Plus500 added that a final update on this matter will be included in the Company’s 2024 Annual Report.
