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London, UK, May 19, 2003 - GSK announces that at today's Annual General Meeting all Resolutions, including those re-electing Board members, were passed by substantial majorities except for Resolution 2, on the Remuneration Report, which was not passed.
GSK's Chairman, Sir Christopher Hogg, said: "Although Resolution 2 is advisory, the Board takes this result very seriously. The major reason for this negative vote has been the fact that there are elements of our senior level remuneration package which do not accord with what is regarded as best practice by shareholders. That is something that the Board is aware of and it was one of the reasons that the Remuneration Committee decided to appoint Deloitte & Touche some months ago to conduct a completely independent review of our approach.
"The review includes all aspects of remuneration, including those to which we are bound contractually. It will bear firmly in mind the new expanded guidelines on executive remuneration which the Association of British Insurers issued in December 2002, as well as the need to ensure that the remuneration we offer our key executives and scientists is competitive with that provided by other pharmaceutical companies. The Board clearly registers shareholders' particular sensitivity to contractual notice periods and payments on termination.
"We look forward to consulting further with leading shareholders in the coming months on our proposals to balance these objectives."
GlaxoSmithKline Annual General Meeting Poll Results
The following table shows the votes cast for each Resolution:
| |
Resolution |
Total Votes For* |
Total Votes Against |
|
1. |
Adoption of Financial Statements |
3,476,455,197 |
172,154,655 |
|
2. |
Approval of the Remuneration Report |
1,398,142,951 |
1,439,003,920 |
|
3. |
Re-election of Sir Christopher Hogg |
3,512,549,248 |
77,220,034 |
|
4. |
Re-election of Dr J-P Garnier |
2,837,194,148 |
609,799,658 |
|
5. |
Re-election of Sir Roger Hurn |
3,271,098,730 |
279,956,581 |
|
6. |
Re-election of Mr J D Coombe |
2,947,121,853 |
500,418,118 |
|
7. |
Re-election of Sir Peter Job |
3,550,398,820 |
118,117,260 |
|
8. |
Re-election of Mr John McArthur |
3,459,759,457 |
117,805,522 |
|
9. |
Re-election of Donald McHenry |
3,401,184,976 |
71,839,485 |
|
10. |
Re-election of Sir Ian Prosser |
3,692,961,313 |
66,211,001 |
|
11. |
Re-election of Dr Ronaldo Schmitz |
3,692,827,694 |
66,335,781 |
|
12. |
Re-election of Dr Lucy Shapiro |
3,632,843,642 |
65,009,665 |
|
13. |
Re-appointment of Auditors |
3,511,733,511 |
159,297,520 |
|
14. |
Remuneration of Auditors |
3,582,829,535 |
33,184,974 |
|
15. |
Authorise donations to EU Political Organisations & incur EU Political Expenditure |
3,452,000,341 |
212,896,986 |
|
16. |
Disapplication of pre-emption rights** |
3,761,514,669 |
28,733,107 |
|
17. |
Authority for the Company to purchase its own shares** |
3,614,549,832 |
24,330,655 |
* Includes discretionary votes
** Indicates Special Resolutions requiring a 75% majority
S M Bicknell
Company Secretary
19th May 2003
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