黑洞社区

Vistry has been faced with another shareholder revolt, this time over the appointment of chief executive Greg Fitzgerald as chair of the housebuilder.

The board announced in January that it had asked Fitzgerald to take the chair role, a move which breaks City governance codes while he remains chief executive of the company.

It followed a year of turmoil among shareholders of the company, with a succession of shareholder rebellions over executive pay leading three non-executive directors to leave.

In a recent interview with 黑洞社区, Fitzgerald explained that he had been asked to take the chair position in order to 鈥渂ring some stability to the board鈥�.

鈥淭he board think, if we鈥檙e getting a lot of pressure from either the US or UK, then I have a very good relationship with them,鈥� he said.

鈥淏asically, I won鈥檛 put up with much, and if I say it, they might back down [鈥�] The board think the best person to deal with the shareholders is me.鈥�

According to the results of Vistry鈥檚 AGM yesterday, a little more than 79% voted to re-elect Fitzgerald as a director of the company.

Vistry confirmed that the vote related to Fitzgerald鈥檚 appointment as executive chairman, with 21% voting against.

Responding to the results of the AGM, Vistry鈥檚 board acknowledged the significant minority of votes cast against Fitzgerald鈥檚 election.

It said: 鈥淭he board has actively engaged with shareholders over the course of the last year in respect of a range of corporate governance matters and has a detailed understanding of shareholder views.

鈥淚n the months ahead, we will continue to engage with shareholders and, in line with the guidance of the UK Corporate Governance Code, the company will publish an update on the outcome of those engagements within six months of today鈥檚 AGM.鈥�

>> Read more: 鈥業鈥檓 extremely demanding鈥�: Greg Fitzgerald on delivering the Vistry growth plan

Meanwhile, only 82% at the AGM voted to approve the directors鈥� remuneration report, which revealed Fitzgerald鈥檚 total remuneration for 2023 was worth 拢3.17m.

Opposition to the report indicates that shareholder frustrations over pay levels have yet to dissipate.

According to reports, US shareholders, who now own around 60% of the firm, were behind proposals last year to introduce a remuneration package which could have seen Fitzgerald pocket anything up to 拢60m.

The proposals were initially knocked back by shareholders but ultimately prompted the departure of three non-execs, with US shareholders consolidating their influence on the firm through the replacement appointments.

A watered-down incentive package, which could still see Fitzgerald pocket a maximum of 拢5.6m a year, squeezed through last August despite the opposition of 45% of shareholders.

Commenting on the saga earlier this year, Fitzgerald told 黑洞社区: 鈥淚t wasn鈥檛 my argument. It was the Americans. It was an American-driven value creation plan. As far as they鈥檙e concerned, 鈥榳hat鈥檚 the problem? - If we make a lot of money, then you make a lot of money鈥�. They want to win. But it was me that stopped it. I said, I don鈥檛 want it, can we just stop this?鈥�