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GLN: AGM Vote Shareholder Consultation Update.
GLENCORE PLC
(Incorporated in Jersey under the Companies (Jersey) Law 1991)
(Registration number 107710)
JSE Share Code: GLN
LSE Share Code: GLEN
ISIN: JE00B4T3BW64
LEI: 2138002658CPO9NBH955
Baar, Switzerland
02 October 2021
AGM vote shareholder consultation update
The Directors’ Remuneration Policy (Resolution 15) was approved by a 74.2% vote in favour at the
Company’s AGM held on the 29th April 2021. Pursuant to provision 4 of the UK Corporate Governance
Code, this is an update statement outlining the context and actions taken by the Remuneration
Committee since the AGM in response to the vote against of 25.8%. The Company understands those
who voted against the Policy expressed concerns primarily regarding the pay quantum for a new CEO
versus predecessor levels and peers (and based on the Company’s relative market capitalisation at
that time), and the performance orientation of the new Restricted Share Plan.
Prior to negotiating the new CEO’s remuneration, the Remuneration Committee in 2020/2021 spent
significant time considering the most appropriate approach to the new CEO’s pay given the
unconventional nature of the former CEO’s compensation, including his personal decision to waive
salary increases and not participate in variable incentive schemes. The new Policy was developed
following extensive consultation with major shareholders and investor bodies in 2020 and guided by a
need to support the Company’s future needs as a major global miner and the world’s largest
commodity trading company. Accordingly, the key priorities for the Policy review process were to
ensure that:
executive remuneration arrangements are fit-for-purpose, especially in the context of the
Company’s long-term strategic needs under the next generation of leadership;
executive remuneration levels are fair, competitive, and allow Glencore to attract, retain, and
motivate qualified and experienced executive talent globally; and
incentive plan outcomes are closely aligned to the shareholder experience rewarding
consistent shareholder value creation and will support the principle of long-term share
ownership.
The new Policy reflects a more conventional, competitive, and fit-for-purpose remuneration structure for
the new CEO:
a total remuneration package that is positioned competitively but not excessively versus
the FTSE30 and a peer group that represents the internationality, complexity, and scale of our
operations, as well as in the context of Glencore’s continued growth;
an appropriate mix of rewards for short- and long-term performance, including a
maximum bonus eligibility of 250% with a mandatory three-year deferral of 50% of any bonus
earned, as well as a maximum long-term incentive eligibility of 225% of salary;
a Restricted Share Plan that rewards sustainable value creation and commercial
effectiveness, rather than short-term share price volatility primarily driven by commodity price
cycles; and
one of the longest LTIP time horizons in the FTSE to reinforce our ownership ethos, as the
CEO is unable to realise value from restricted shares until the later of five years from the date
of award or two years post-departure.
Actions taken since the AGM and next steps
Under the leadership of the new Board Chairman, we have undertaken a consultation process with a
majority of shareholders by votes, including the largest shareholders who voted against this resolution.
In this consultation, it was noted that Glencore’s market value had increased significantly since the
original benchmarking was undertaken, both relative to sector peers and the FTSE 100 index with the
Company positioned in the top half of the FTSE30. There was an acknowledgement by shareholders
that the Company had sought to implement a fit for purpose remuneration policy. While a small group
of shareholders have questions regarding restricted share plans, no shareholder called for the current
arrangements to be replaced. Instead, the Company was asked for transparent disclosure of the first
6 months’ operation of the Policy in its 2021 annual report.
Ms. Cynthia Carroll, who brings extensive knowledge of the UK governance context and the resources
and global mining industry, was appointed as Remuneration Committee Chair in October 2021. At the
same time, Mercer Ltd. has been appointed as the independent adviser to the Remuneration Committee.
The Company appreciates the support it continues to receive from its shareholders and will draw from
these fresh perspectives as it looks forward to continued engagement with its shareholders. Our aim is
to ensure an approach to executive remuneration that provides a dynamic framework accommodating
the evolving demands of a changing business environment and remaining responsive to the priorities of
our shareholders and other stakeholders.
For further information please contact:
Investors
Martin Few ings t: +41 41 709 28 80 m: +41 79 737 56 42 martin.few ings@glencore.com
Media
Charles Watenphul t: +41 41 709 24 62 m: +41 79 904 33 20 charles.w atenphul@glencore.com
Company Secretarial
John Burton t: +41 41 709 26 19 m: +41 79 944 54 34 john.burton@glencore.com
Nicola Leigh t: +41 41 709 27 55 m: +41 79 735 39 16 nicola.leigh@glencore.com
Lionel Mateo t: +41 41 709 28 47 m: +41 79 152 09 05 lionel.mateo@glencor e.com
www.glencore.com
Glencore LEI: 2138002658CPO9NBH955
Notes for Editors
Glencore is one of the world's largest global diversified natural resource companies and a major producer and
marketer of more than 60 responsibly-sourced commodities that advance everyday life. The Group's operations
comprise around 150 mining and metallurgical sites and oil production assets.
With a strong footprint in over 35 countries in both established and emerging regions for natural resources,
Glencore's industrial activities are supported by a global network of more than 30 marketing offices. Glencore's
customers are industrial consumers, such as those in the automotive, steel, power generation, battery
manufacturing and oil sectors. We also provide financing, logistics and other services to producers and
consumers of commodities. Glencore's companies employ around 135,000 people, including contractors.
Glencore is proud to be a member of the Voluntary Principles on Security and Human Rights and the
International Council on Mining and Metals. We are an active participant in the Extractive Industries Transparency
Initiative. Our ambition is to be a net zero total emissions company by 2050.
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Disclaimer
The companies in which Glencore plc directly and indirectly has an interest are separate and distinct legal entities. In this
document, “Glencore”, “Glencore group” and “Group” are used for convenience only where references are made to Glencore
plc and its subsidiaries in general. These collective expressions are used for ease of reference only and do not imply any other
relationship between the companies. Likewise, the words “we”, “us” and “our” are also used to refer collectively to members of
the Group or to those who work for them. These expressions are also used where no useful purpose is served by identifying the
particular company or companies.
Sponsor
Absa Corporate and Investment Bank, a division of Absa Bank Limited
Date: 02-11-2021 08:19:00
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