Sandwich maker in a pickle as investors target remuneration report

Sandwich maker in a pickle as investors target remuneration report

On 27 January 2022, Greencore Group plc (Greencore) suffered a considerable investor revolt against its executive pay at its annual meeting (AGM), the sandwich maker’s remuneration report barely managing to scrape through with only 54% support. This is a significant uptick on last year, when its remuneration report received 12% opposition from shareholders. In the disclosed , the FTSE 250 company acknowledged the high levels of investor dissent against its report, stating that it ‘will continue to engage with shareholders on remuneration and other governance matters in the coming months, with a particular focus on the concerns of those that did not support the resolution at this time’.

Under Greencore’s share bonus scheme, senior executives trousered awards despite the fact that the company is yet to repay any of the £30m that it under the UK government’s Coronavirus Job Retention Scheme (£21.3m and £8.7m in FY 2020 and FY 2021 respectively). Its chief financial officer, Emma Hynes, was €343,000 (approximately £285,000) for FY 2021. The company’s former chief executive, Patrick Coveney, would have received €612,000 (approximately £509,000) under the same scheme. However, on 25 November 2021, Coveney informed Greencore’s board that he was stepping down from his role as chief executive and director, effective 30 March 2022, to lead travel restaurateur SSP Group plc, which means that all outstanding awards under his performance share plan and any unvested deferred share awards are to lapse when he departs.

Greencore has therefore joined the growing list of companies that pay out executive bonuses and/or dividends before returning the furlough support that they have received. This list includes WH Smith plc (WH Smith), which earlier this month awarded its chief executive, Carl Cowling, a reduced £550,000 annual bonus despite the company continuing to access government support in the form of rates relief and furlough support.

Also present is JD Sports Fashion plc, which recently announced that it is to make additional amendments to its remuneration structures as part of its new remuneration policy. This is after the sportswear retailer suffered an investor revolt against its remuneration report and remuneration policy, as well as the ousting of its Remuneration Committee Chair, at its AGM on 1 July 2021. The company restarted dividend payments in 2021 and handed its chief executive a total of £4.3m in variable remuneration during FY 2021 despite acknowledging in its that it had received substantial furlough support, which it is yet to pay back.

Speaking on the investor revolt against Glencore’s remuneration report and its share bonus scheme, Luke Hildyard, director of the high pay centre, stated the following:

‘The revolt will attract media attention, but it is the fact that a majority of shareholders chose to support this pay award that is perhaps more striking, and highlights the limits of a shareholder-policed corporate governance system. It is obviously morally dubious for a company that was effectively propped up with public money a matter of months ago to lavish a six-figure bonus on a director who was already paid over half a million euros in basic salary, and it is very hard to see why the board and shareholders felt it necessary from a business perspective. The contrast with the company's production and distribution staff furloughed by the company with a 20% reduction in pay is pretty ugly.’

On 27 January 2022, before its AGM, Greencore disclosed the of its ‘Be Part of Something Better’ share ownership scheme. The scheme gifted almost 12,000 of its employees shares worth approximately £250 each, with the cost of holding these shares for three years to be covered by the company. According to Greencore, this scheme was designed to give ‘colleagues a free opportunity to become shareholders in the company'.

Unsurprisingly, the generosity of the share ownership scheme falls short of that received by Greencore’s executives, and its release just before the company’s AGM gives the impression that its launch could have been a tactical ploy to divert attention away from other matters.

On the day of Greencore’s AGM, the company’s share price initially saw a small uptick, peaking at £128.2 per share. Since then, however, it has fallen approximately 5% to £122 per share as of 31 January 2022. 


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