Coats Group Plc · LSE:COA
Coats — Shareholder Meeting (May 2017)
45 slides from Coats's shareholder meeting presentation, May 17, 2017
Slide 1: Annual General Meeting 2017
Annual General Meeting 2017 17 May 2017
Slide 2: Agenda
Agenda Welcome and Chairman’s presentation 1 Mike Clasper, Chairman Trading update 2 Rajiv Sharma, Group Chief Executive 3 Questions and answers 4 Quorum and Notice of Meeting 5 Resolutions 6 Close of meeting 2
Slide 3: Housekeeping: Disclaimer
Housekeeping Disclaimer Restricted distribution This presentation is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction (the
Slide 4: Housekeeping
Housekeeping Fire escapes. There are three fire escapes located on the 9th floor. No fire drills are planned for this morning. Fire escape We are here Fire escape Fire escape © Coats Group plc - 2017 AGM 4
Slide 5: Housekeeping
Housekeeping Today’s meeting is being recorded and will be available on our website www.Coats.com (investors / shareholder centre / general meetings) later today © Coats Group plc - 2017 AGM 5
Slide 6: Welcome
Welcome Introductions Present today we have the members from our Board • Mike Clasper CBE, Chairman • Rajiv Sharma, Executive Director and Group Chief Executive • Simon Boddie, Executive Director and Group CFO • Nicholas Bull, Senior Independent Non-Executive Director • Mike Allen, Independent Non-E
Slide 7: Chairman's presentation
Chairman’s presentation • Board and Governance • Pensions • Dividend • Looking ahead © Coats Group plc - 2017 AGM 7
Slide 8: Agenda
Agenda Welcome and Chairman’s presentation 1 Mike Clasper, Chairman Trading update 2 Rajiv Sharma, Group Chief Executive 3 Questions and answers 4 Quorum and Notice of Meeting 5 Resolutions 6 Close of meeting 8
Slide 9: World leader with a global presence
World leader with a global presence Coats is the world’s leading industrial thread manufacturer and a major player in the Americas textile crafts market Industrial Crafts Apparel and Performance Crafts Americas Footwear (A&F) Materials Apparel, footwear and High technology threads and Foundati
Slide 10: Markets and global customers
Markets and global customers Industrial Apparel and Footwear Performance Materials End uses include Customers include End uses include Customers include Crafts End uses include Brands include
Slide 11: Our recent financial journey
Our recent financial journey Progress across a range of key financial measures Adjusted EPS (US cents) Return on capital employed Adjusted free cash flow (US$m) © Coats Group plc - 2017 AGM 11
Slide 12: Strategy evolution - driving the next phase of growth at Coats
Strategy evolution - driving the next phase of growth at Coats • Future strategy will be a build on the current strategy that is proven to be working • Continue to take the business from the Industrial Age to the Digital Age • Defending the core whilst continuing to build beyond the “stitch line” •
Slide 13: Trading update summary
Trading update summary For the period 1 January to 30 April 2017 Group Crafts • Group sales for the period grew 5% year-on-year (3% • Crafts sales declined 5%, largely due to the business organic growth) disruption caused by the tornado strike at the main Crafts distribution centre in Albany, Georgi
Slide 14: Agenda
Agenda Welcome and Chairman’s presentation 1 Mike Clasper, Chairman Trading update 2 Rajiv Sharma, Group Chief Executive 3 Questions and answers 4 Quorum and Notice of Meeting 5 Resolutions 6 Close of meeting 14
Slide 15: Questions and answers
Questions and answers
Slide 16: Agenda
Agenda Welcome and Chairman’s presentation 1 Mike Clasper, Chairman Trading update 2 Rajiv Sharma, Group Chief Executive 3 Questions and answers 4 Quorum and Notice of Meeting 5 Resolutions 6 Close of meeting 16
Slide 17: Quorum and Notice of Meeting
Quorum and Notice of Meeting You may wish to follow proceedings by referring to the Notice of Annual General Meeting which was posted on 12 April 2017 On today's agenda there are 19 resolutions – Resolutions 1 to 16 inclusive are proposed as Ordinary Resolutions – Resolutions 17 to 19 inclusive are
Slide 18: Agenda
Agenda Welcome and Chairman’s presentation 1 Mike Clasper, Chairman Trading update 2 Rajiv Sharma, Group Chief Executive 3 Questions and answers 4 Quorum and Notice of Meeting 5 Resolutions 6 Close of meeting 18
Slide 19: Resolutions: Procedure
Resolutions Procedure On each resolution the voting will be by way of show of hands On a vote by way of show of hands, each shareholder present in person has one vote Validly appointed proxies present also have one vote on a show of hands Proxy holders who have been instructed to vote different ways
Slide 20: Resolution 1
Resolution 1 Ordinary Resolution To receive the Accounts and Reports of the Directors and the Auditor for the year ended 31 December 2016 Total proxy votes cast Total proxy Total proxy Proxy votes Resolution as % of issued share votes for votes against withheld capital Receipt of 1 1,070,132,175 99.
Slide 21: Resolution 2
Resolution 2 Ordinary Resolution To approve the Directors’ Remuneration Report (other than the Directors’ remuneration policy) for year ended 31 December 2016 Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld Approval
Slide 22: Resolution 3
Resolution 3 Ordinary Resolution To approve the Directors’ remuneration policy Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld Approval of 2 3 1,048,569,448 979,392,077 99.99% 99.96 153,415 409,879 0.01% 0.04% 69.69%
Slide 23: Resolution 4
Resolution 4 Ordinary Resolution To approve the dividend Total Total proxy proxy Total Total proxy proxy Total Total proxy proxy votes votes cast cast as as Proxy Proxy votes votes Resolution Resolution votes votes for for votes against votes against % of issued share capital % of issued share capit
Slide 24: Resolutions 5 to 13: Election and re-election of Directors
Resolutions 5 to 13: Election and re-election of Directors Resolutions 5 to 13 deal with the election and re-election of the Directors In accordance with the provision of the UK Corporate Governance Code and the Company’s Articles of Association, all Directors are submitting themselves for election
Slide 25: Resolution 5
Resolution 5 Ordinary Resolution To re-elect Mike Allen as a Director Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld To re-elect 5 1,070,218,987 99.99% 98,061 0.01% 75.83% 13,358 Mike Allen as a Director Resolution
Slide 26: Resolution 6
Resolution 6 Ordinary Resolution To re-elect Ruth Anderson as a Director Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld To re-elect 6 1,070,227,790 99.99% 98,213 0.01% 75.83% 4,403 Ruth Anderson as a Director Resolu
Slide 27: Resolution 7
Resolution 7 Ordinary Resolution To re-elect Nicholas Bull as a Director Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld To re-elect 7 1,070,218,890 99.99% 98,153 0.01% 75.83% 14,363 Nicholas Bull as a Director Resol
Slide 28: Resolution 8
Resolution 8 Ordinary Resolution To re-elect Mike Clasper as a Director Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld To re-elect 8 1,041,308,815 99.99% 99,061 0.01% 73.79% 28,923,530 Mike Clasper as a Director Res
Slide 29: Resolution 9
Resolution 9 Ordinary Resolution To re-elect David Gosnell as a Director Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld To re-elect 9 1,070,211,949 99.99% 97,480 0.01% 75.83% 21,977 David Gosnell as a Director Resol
Slide 30: Resolution 10
Resolution 10 Ordinary Resolution To re-elect Alan Rosling as a Director Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld To re-elect 10 1,070,196,383 99.99% 99,108 0.01% 75.83% 35,915 Alan Rosling as a Director Resol
Slide 31: Resolution 11
Resolution 11 Ordinary Resolution To re-elect Rajiv Sharma as a Director Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld To re-elect 11 1,069,986,240 99.97% 335,091 0.03% 75.83% 10,075 Rajiv Sharma as a Director Reso
Slide 32: Resolution 12
Resolution 12 Ordinary Resolution To elect Simon Boddie as a Director Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld To elect 12 1,070,191,825 99.99% 118,272 0.01% 75.83% 21,309 Simon Boddie as a Director Resolution
Slide 33: Resolution 13
Resolution 13 Ordinary Resolution To elect Fran Phillip as a Director Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld To elect 13 1,048,798,014 99.99% 99,516 0.01% 74.32% 2,777 Fran Phillip as a Director Resolution p
Slide 34: Resolutions 14 and 15: Auditors
Resolutions 14 and 15: Auditors In accordance with UK Company Law, it is necessary for the shareholders to re-appoint the auditors of the Company and to authorise the Directors to fix their remuneration Resolutions 14 and 15 relate to this © Coats Group plc - 2017 AGM 34
Slide 35: Resolution 14
Resolution 14 Ordinary Resolution To reappoint Deloitte LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of i
Slide 36: Resolution 15
Resolution 15 Ordinary Resolution To authorise the Directors to fix the remuneration of the auditors Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld Re-appointment 15 1,048,809,419 99.99% 81,671 0.01% 74.32% 9,217 of
Slide 37: Resolutions 16 to 17: Share capital
Resolutions 16 to 17: Share capital The next Resolutions, 16 to 17, deal with the Company's share capital The full wording of these Resolutions is set out in the Notice of the Meeting along with an explanation of why they are being proposed © Coats Group plc - 2017 AGM 37
Slide 38: Resolution 16
Resolution 16 Ordinary Resolution To authorise the Directors generally to allot relevant securities. Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld Authority to allot 16 1,048,657,293 99.98% 194,350 0.02% 74.31% 48,
Slide 39: Resolution 17
Resolution 17 Special Resolution To disapply pre-emption provisions Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld Disapplication of 17 1,048,660,585 99.99% 121,284 0.01% 74.31% 118,438 pre-emption provisions Resolu
Slide 40: Resolution 18
Resolution 18 Special Resolution To authorise the Company generally to purchase its own shares Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld Authority to purchase own 18 1,048,738,786 99.99% 113,392 0.01% 74.31% 47
Slide 41: Resolution 19
Resolution 19 Special Resolution That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice Total proxy Total proxy Total proxy votes cast as Proxy votes Resolution votes for votes against % of issued share capital withheld Authority to call ge
Slide 42: Results of the Annual General Meeting 2017
Results of the Annual General Meeting 2017 (‘AGM’) Coats announces that at the AGM, held in London, United Kingdom on 17 May 2017, all the resolutions put to the meeting were duly passed by way of a show of hands by the requisite majority. The following table shows the proxy votes cast on each resol
Slide 43: Agenda
Agenda Welcome and Chairman’s presentation 1 Mike Clasper, Chairman Trading update 2 Rajiv Sharma, Group Chief Executive 3 Questions and answers 4 Quorum and Notice of Meeting 5 Resolutions 6 Close of meeting 43
Slide 44: Close of meeting
Close of meeting
Slide 45: Thank you
Thank you