A non-executive director at AEW UK REIT has suffered a bruising at today’s annual general meeting, with close to a quarter of votes cast being against his reappointment owing to worries over the number of other roles he holds.
Mark Kirkland has been a non-executive of the REIT since 2022 and chairs its audit committee. When shareholders were asked to re-elect Kirkland as a director, 22.5% by number of shares voted against the resolution. In comparison, the votes against the re-election of fellow non-execs Katrina Hart, Robin Archibald and Liz Peace were 4.6%, 2.2% and 1.6% respectively.
AEW UK REIT said the vote against Kirkland’s reappointment was “unusually large”.
“We understand this to be due to one of the proxy voting agents having recommended a vote against Mark’s reappointment due to perceived overboarding, based on the set criteria they apply to their analysis,” the REIT said.
“Overboarding” is a term used to describe a director with more roles than they can realistically dedicate time or resources to. Kirkland is chief financial officer of activist investor Kelso, a non-executive of Strix Group, which designs kettle safety controls, and an adviser to logistics group DP World.
AEW UK REIT said it complies with the Association of Investment Companies’ corporate governance code, which recommends that non-execs have “sufficient time” to meet their board responsibilities.
“The board is very comfortable that Mark satisfies the criteria,” the company added. “In addition, the board do not consider that the criteria applied to the overboarding analysis reflect the substance of Mark’s other commitments… The board, assisted by the company’s broker, will continue to engage with shareholders, including those who voted against the resolution, to explain the position. The company will consider any additional feedback received and will provide an update within six months of the AGM, if any shareholder concerns are expressed.”
It added: “The board would like to reiterate their view that Mark continues to be a valued member of the company’s non-executive board as the audit committee chair. He has the experience, knowledge and capability for the role and has committed sufficient time to his role in the company since he was appointed some years ago.”
