Invesco Perpetual UK Result of AGM

 
TIDMIPU 
 
LEI:    549300K1D1P23R8U4U50 
 
Invesco Perpetual UK Smaller Companies Investment Trust plc 
 
Headline:     Annual General Meeting Results 
 
At the Annual General Meeting of the Company held on 9 June 2022, shareholders 
approved the following resolutions: 
 
Ordinary Business 
 
Ordinary Resolutions 
 
1.         to receive and consider the Annual Financial Report for the year 
ended 31 January 2022; 
 
2.         to approve the Directors' Remuneration Policy; 
 
3.         to approve the Annual Statement and Report on Remuneration for the 
year ended 31 January 2022; 
 
4.         to approve the payment of a final dividend as recommended; 
 
5.         to re-elect Jane Lewis as a Director of the Company; 
 
6.         to re-elect Bridget Guerin as a Director of the Company; 
 
7.         to re-elect Graham Paterson as a Director of the Company; 
 
8.         to re-elect Mike Prentis as a Director of the Company; 
 
9.         to re-appoint the auditor, Ernst & Young LLP; 
 
10.       to authorise the Audit Committee to determine the auditor's 
remuneration; 
 
Special Business 
 
Ordinary Resolution 
 
11.       to authorise the Directors to allot securities; 
 
Special Resolutions 
 
12.       to authorise the Directors to allot securities for cash, disapplying 
statutory pre-emption rights; 
 
13.       to renew the Directors' authority to purchase shares of the Company 
in the market for cancellation or for holding in Treasury within the parameters 
specified; and 
 
14.        that the period of notice required for general meetings of the 
Company (other than AGMs) shall be not less than 14 days. 
 
All resolutions were passed on a show of hands. 
 
A breakdown of the proxy votes registered is shown below. 
 
 Resolution             Votes For       %      Votes Against       %         Votes 
                                                                          Withheld 
 
              (including votes at 
            the discretion of the 
                        Chairman) 
 
         1*.            7,419,435   76.06          2,335,165  23.94            566 
 
          2.            9,554,054   99.78             21,091   0.22        180,021 
 
          3.            9,566,858   99.85             14,839   0.15        173,469 
 
          4.            9,755,166  100.00                  0      0              0 
 
          5.            9,605,874   98.55            141,811   1.45          7,608 
 
         6.*            7,136,980   73.22          2,610,012  26.78          8,174 
 
          7.            9,469,886   97.28            265,118   2.72         20,162 
 
          8.            9,620,037   98.82            114,401   1.18         20,728 
 
         9.*            7,393,846   75.88          2,350,920  24.12         10,400 
 
         10.            9,748,132   99.98              1,834   0.02          5,200 
 
         11.            9,748,652   99.93              6,514   0.07              0 
 
         12.            9,734,540   99.79             20,309   0.21            317 
 
         13.            9,152,936   93.83            602,229   6.17              1 
 
         14.            9,696,939   99.41             57,661   0.59            566 
 
 
* In relation to Resolutions 1, 6 and 9, a significant proportion of the vote 
against came from one shareholder which votes in line with the recommendations 
of a shareholder advisory consultancy (PIRC). 
 
The Board, through the Company Secretary, has engaged with the shareholder 
advisory consultancy to allay their concerns and communication with the 
shareholder will be ongoing. 
 
In relation to Resolution 1, PIRC has recommended opposition to receipt of the 
annual report where the fund manager is also providing company secretarial 
services due to the view that the interests of the fund manager are considered 
to be in conflict with those of shareholders and the company due to the 
management fees. It has been explained to PIRC that the provision of company 
secretarial services by the same group that provides fund management services 
has always been commonplace in the UK investment trust industry. There is no 
evidence of this compromising standards of governance or reporting, or creating 
conflicts which compromise the efficacy or independence of the board. The Board 
is responsible for selecting and monitoring third-party suppliers, including 
appointing the fund manager and a company secretary. Where a manager is not 
meeting shareholders' needs the board can change the manager and appoint a 
different management group, renegotiate the management fees, or even wind up 
the company. 
 
In relation to Resolution 6, PIRC does not consider Bridget Guerin to be 
independent as she was formerly a non-executive director of Charles Stanley 
Group PLC and Charles Stanley is a significant shareholder in the Company, 
which in PIRC's opinion raises concerns over potential conflict of interest. 
It has been explained to PIRC that Ms Guerin has never had influence over 
investment decisions now or when she held the position of non executive 
director.  The Board is firmly of the view that Bridget Guerin is and remains 
independent in character and judgement and that her appointment to the Board is 
in the best interests of the Company and its shareholders. 
 
In relation to Resolution 9, PIRC does not recommend the re-appointment of 
Ernst & Young LLP (EY) as the Company auditor.  PIRC's view is based on their 
assertion that EY (and other audit firms), in continuing to adhere to the 
International Auditing and Assurance Standards Board (IAASB) guidelines are 
failing to address what PIRC views as an 'expectations gap' in relation to 
corporate fraud between professional standards for auditors as set out by the 
IAASB and what the public and Courts expect. In the absence of a statement from 
EY acknowledging an 'expectations gap', PIRC has recommended a vote against 
EY's re-appointment.  The Company has discussed this with EY and continues to 
be of the view that they should remain as the Company's appointed auditor. 
 
The Company has 33,826,929 ordinary shares of 20p each in issue, of which 
19,382,155 shares are held in Treasury.  On a poll these carry one vote per 
share and accordingly the total voting rights are 33,826,929. The above tables 
represent the number of votes registered. 
 
The proxy votes lodged with the Registrar will be available via the Company's 
website at: 
 
www.invesco.co.uk/ipukscit 
 
Invesco Asset Management Limited 
 
Corporate Company Secretary 
 
9 June 2022 
 
 
 
END
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