Manifest wins voting disclosure battle against Ryanair

In early September, Manifest filed a complaint with the Irish Stock Exchange against Ryanair regarding a breach of their obligations under the Listing Rules. We noted that while Provision D.2.2 of the Combined Code recommends disclosure of the proxies lodged at general meetings on a website, that Ryanair had failed to do so. Manifest’s complaint therefore centred on the facts that:

  • The company had claimed, erroneously, that it had complied fully with the provision of the Combined Code; and

  • Subsequently failed to provide any explanation for the instances of non-compliance.

Last week, Manifest received an acknowledgement of the complaint from the Irish Stock Exchange, although no indication was made as to any formal actions by the Exchange. A visit to Ryanair’s website this morning revealed that the proxies lodged in respect of the two AGMs and one EGM held during the period after the implementation of the revised Combined Code were now available on the Ryanair investor relations website.

Manifest welcomes the “enforcement” of the comply or explain principle of the Combined Code through the Listing Rules. While it is not known whether any formal sanctions were administered by the Irish Stock Exchange, investor confidence in the “comply or explain” principle will be boosted following the successful outcome of the complaint.

The voting results show, similarly to the 2009 AGM outcome, a level of dissent on the re-election of the directors of some twice the average for director elections in Ireland for certain long-tenured non-executive directors (although none will have made the top 10 table in the Ireland Chapter in Manifest’s European Voting Review 2009).

A full analysis of the voting at all three meetings is available on Manifest VoteWatch.

Further Reading

Ryanair directors face down dissent >>
Sunday Business Post 27 Sept 2009

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