Business

Statement re shareholder consultation

Serco Group plc's (Serco) 2024 Directors' Remuneration Report (DRR) was approved by shareholders with 79.39% of the vote, falling short of the 80% threshold. The DRR details Anthony Kirby's remuneration as the new Group Chief Executive, succeeding Mark Irwin on March 1, 2025. Kirby's base salary was set at 2.5% above Irwin's final salary. Following shareholder consultation, no material concerns were raised regarding the DRR. Disclaimer*

articleSerco Group PlcAugust 22, 20254/company/serco-group/news/statement-re-shareholder-consultation
Statement re shareholder consultation

About this update from Serco Group Plc

[{"type":"text","content":"\n\nStatement regarding shareholder consultation following the 2024 Annual General Meeting\nSerco Group plc (\"Serco\" or the \"Company\")\n22 August 2025\n \nAt the Serco Annual General Meeting held on 24 April 2025, all of the resolutions proposed were approved by shareholders. Resolution 2, relating to the approval of the 2024 Directors' Remuneration Report (DRR), passed with a majority of 79.39%. The 80% threshold was therefore not reached. In accordance with the requirements of the UK Corporate Governance Code, the Company provides an update on the views received from shareholders during a period of consultation and what actions have been taken.\n \nThe 2024 DRR sets out the remuneration for Anthony Kirby, who succeeded Mark Irwin as Group Chief Executive on 1 March 2025. The details of Anthony Kirby's remuneration and the terms of Mark Irwin's retirement set out in the DRR are consistent with the information shared in the announcement published on 13 January 2025 and the subsequent Section 430(2B) statement; and are in line with the Group's overall remuneration policy.\n \nAs set out in the DRR, Anthony Kirby's base salary was set at 2.5% above the salary of Mark Irwin when he stood down. In determining the base salary for Anthony Kirby, the Company considered a range of relevant external and internal factors, including the size, scope and complexity of the role; pay levels for the same role in similar organisations; and Anthony Kirby's knowledge, skills, and experience.  As set out in the DRR, the Remuneration Committee set Anthony Kirby's salary at the same level as Mark Irwin's and took into account the scheduled salary increase that Mark Irwin would have received for 2025 had he remained in the role.\n \nThe Company regularly engages with shareholders and the Chair of the Remuneration Committee wrote to the Company's top 20 shareholders and the relevant proxy advisors in January 2025, well in advance of the AGM, to explain the decision. The Chair of the Remuneration Committee received no feedback from either shareholders or proxy advisors at that time. Following the 20.61% votes cast against the Resolution 2 at the AGM, the Company contacted the top 20 shareholders again to understand their views on the decisions outlined in the DRR and the reasons why those who voted against took that decision...

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