Good morning, ladies and gentlemen. I am Jim McCann, Chairman of the Board of Directors and Chairman of the meeting. I'm pleased to welcome you to the Willis Group Holdings 2015 Annual General Meeting of Shareholders, and hereby call this meeting to order. Our preliminary count shows that a quorum is present in person or by proxy, representing more than 93% of the outstanding and ordinary shares entitled to vote. As you are well aware, Willis has announced a major transaction this morning. Dominic Casserley, Willis Group's Chief Executive Officer and member of the board, is currently conducting a call with investors. As chairman of this meeting, I hereby adjourn this meeting until the investor call has been concluded and Mr. Casserley and other senior members of the management team may join us.
Hello once again, this is Jim McCann, the Chair of the Board of Directors of Willis, and Chair of this meeting. We pause to allow the conference call relative to the announcement of the merger agreement this morning between Willis and Towers Watson to conclude. We rejoin our meeting of the AGM right now. Joining me today are members of our board of directors, senior management, and representatives from our independent auditors, Deloitte LLP. We have also enabled shareholders to participate in this meeting by attending the meeting in Ireland at the offices of our counsel, Matheson. Finally, our Inspector of Elections is a representative of American Election Services. Nicole Catalano is our Group Company Secretary and Associate General Counsel. She will serve as Secretary for this meeting. She will walk you through some of the matters before we begin. I'll ask Nicole to do that now.
Good morning. Please be advised that due notice of this meeting has been given and other legal requirements for holding this meeting have been satisfied, so that this meeting is properly organized for the transaction of business. I have the inspector's oath and affidavits concerning the mailing of the proxy statement and the annual report. A list of shareholders as of the record date of the meeting, April 10th, 2015, is also available for inspection should you require it. If you have a proxy to deliver, please raise your hand so it can be collected and counted. You should all have a copy of the meeting agenda. If you do not, please raise your hand and one will be brought to you.
During the meeting, if you wish to ask a question, please raise your hand, state your name, whether you're a shareholder or proxy holder, and the matter you wish to bring up. If you have a question on a particular resolution, we can discuss it after that resolution is introduced. After the business of the meeting is concluded, we will hold a general question and answer period, at which time you will be free to ask any general questions you may have. In accordance with Article 70 of the company's articles of association, each resolution put to the vote of the meeting shall be decided on a poll. You may cast your vote in respect of each poll taken regarding each resolution put to the meeting by marking the shareholder ballot. Please raise your hand if you need a ballot. The ballots will be collected after voting on all proposals.
If you've already voted by proxy and do not wish to change your vote, you do not need to take a ballot. Your proxy, if already submitted, will be voted in accordance with the instructions contained therein, and your voting by proxy will permit the meeting to proceed more rapidly. If you, either alone or with others, have been named a proxy by a shareholder, you must vote by ballot to affect such proxies. All statements other than statements of historical facts that address activities, events, or developments that we expect or anticipate may occur in the future are forward-looking statements within the meaning of the federal securities laws. Such statements are subject to certain risks and uncertainties, events, and factors that could cause actual results or performance to differ materially from historical results or those estimated or anticipated.
Please note that these statements are based upon our beliefs and expectations as well as our assumptions made by and data currently available to us. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events, except as required by law. Please refer to the company's SEC filings for a more detailed discussion of risks that may affect the results or performance. In particular, the section entitled Risk Factors included in our annual report on Form 10-K for the year ended December 31, 2014. Copies are available from the SEC or on our website. We will now proceed with the consideration for detailed . Shareholders are entitled to one vote per share for each of the proposals. The board of directors has recommended that you vote to approve each of the proposals.
Separate resolutions which will be made to elect each of the directors. I move for the adoption of the following resolution. Resolve that Dominic Casserley is hereby elected a director of the company until the next annual general meeting of shareholders of the company or until his successor is elected or appointed. Is there a second?
I, Sylvia Brail, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark resolution to the election of Mr. Casserley. As there are no questions, those voting by Resolution 1B on their ballots in relation to the election of Ms. Catalano as director. Move for the adoption of the following resolution. Resolve that Sir Roy Gardner is hereby elected a director of the company until the next annual general meeting of shareholders of the company. Is there a second?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1C on their ballots in relation to the election of Sir Roy Gardner as a director. I move for the adoption of the following resolution. Resolved that Sir Jeremy Hanley is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until his successor is elected or appointed. Is there a second?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1D on their ballots in relation to the election of Sir Jeremy Hanley as a director. I move for the adoption of the following resolution. Resolved that Robyn S. Kravit is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until a successor is elected or appointed. Is there a second?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1E on their ballots in relation to the election of Ms. Kravit as a director. I move for the adoption of the following resolution. Resolved that Wendy E. Lane is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until a successor is elected or appointed. Is there a second?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1 on their ballots, in relation to the election of Ms. Lane as a director. That would be 1F on the ballot for Ms. Lane. I move the adoption of the following resolution. Resolved that Francisco Luzón is hereby elected director of the company until the next annual general meeting of shareholders of the company, or until a successor is elected or appointed. Is there a second?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark their Resolution 1G on their ballots in relation to the election of Mr. Luzón as a director.
I move for the adoption of the following resolution. Resolved that James F. McCann is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until his successor is elected or appointed. Is there a second?
I, Andrew Wasserman, second the resolution.
Are there any questions on this resolution?
There are no questions, those voting by ballot should mark their Resolution 1H on their ballots in relation to the election of Mr. McCann as a director. I move for the adoption of the following resolution. Resolved that Jaymin Patel is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until a successor is elected or appointed. I'll ask if there's a second.
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1I on their ballots in relation to the election of Mr. Patel as your director. I move for the adoption of the following resolution. Resolved that Douglas B. Roberts is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until his successor is elected or appointed. Is there a second?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1J on their ballots in relation to the election of Mr. Roberts as a director. I move for the adoption of the following resolution. Resolved that Michael J. Summers is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until a successor is elected or appointed. Is there a second?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1K on their ballots. I move for the adoption of the following resolution. Resolved that Jeffrey W. Ubben is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until his successor is elected or appointed. Is there a second?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1L on their ballots in relation to the election of Mr. Ubben as a director. We will now proceed to proposal number 2 and the reappointment of the company's independent auditors. I move for the adoption of this resolution. Resolved that the reappointment of Deloitte LLP as independent auditors of the company until the close of the next annual and general meeting of shareholders, be and hereby is ratified and that the audit committee acting on behalf of the board of directors, be and hereby is authorized to fix the auditor's remuneration. Is there a second?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 2 on their ballots. We will now proceed to proposal 3 and the approval on an advisory basis of the compensation of our named executive officers. I move for the adoption of this resolution. Resolved that the shareholders of Willis Group Holdings public limited company approve, on an advisory basis, the compensation of the company's named executive officers as disclosed in the company's proxy statement for the 2015 annual general meeting of shareholders, in accordance with the SEC's rules, including the compensation discussion and analysis, the summary compensation table and related tables and disclosure. Is there a second on this motion?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 3 on their ballots. We will now proceed to proposal number 4 and the renewal of the directors' authority to issue shares under Irish law. I move for adoption of this resolution.
Resolved that, subject to applicable laws and rules and listing standards of the New York Stock Exchange and to applicable rules and regulations of the U.S. Securities and Exchange Commission, the directors be and are hereby generally and unconditionally authorized to exercise all the powers of the company to allot relevant securities within the meaning of Section 20 of the Companies (Amendment) Act 1983, up to an aggregate nominal amount of 59,218,370 shares, being equivalent to approximately 33% of the issued ordinary share capital of the company as of April 10th, 2015.
The authority conferred by this resolution shall expire 18 months from the passing of the resolution, unless previously renewed, varied, or revoked by the company's general meeting and provided that the company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the directors may allot relevant securities in purchase of such an offer or agreement, as if the authority conferred by the resolution had not expired. The authority conferred on the directors to allot relevant securities by the ordinary resolution of the company dated July 23rd, 2014, is hereby revoked.
To the extent necessary, in order for the resolution to be effective in accordance with its terms, the powers and authorities granted pursuant to the resolution are also granted and are to be effective for the purpose of and in accordance with the Companies Act 2014, the 2014 Act, in the same manner as they are granted and effective for the purpose of the Company's Amendment Act 1983, the 1983 Act, with effect from the commencement of the sections and provisions of the 2014 Act that are equivalent to the sections and provisions of the 1983 Act that are relevant to the matters referred to in this resolution. To the extent that those sections and provisions of the 2014 Act become applicable to the company and to the matters referred to in the resolution.
References to Section 20 of the 1983 Act in this resolution, for the purposes of this resolution, and to the extent necessary in order for this resolution to be effective, to be read as references to Section 1021 of the 2014 Act or, as appropriate, to such other section or provision of the 2014 Act as is equivalent to Section 20 of the 1983 Act, with effect from the commencement of those sections and provisions of the 2014 Act, and to the extent that such sections and provisions of the 2014 Act become applicable to the company and to the matters referenced in this resolution. Is there a second?
I, Celia Brown, second the resolution.
Are any questions on this resolution? As there are no questions, those voting by ballot should mark resolution four on their ballots. We will now proceed to proposal five and the approval to renew the directors' authority to opt out of statutory preemption rights under the Irish law. I move for adoption of this resolution.
Resolved as a special resolution that pursuant to Section 23 and 24 of the Companies (Amendment) Act 1983, the 1983 Act, the directors be and are hereby empowered to allot equity securities as defined in subsection 13 and Section 23 of the 1983 Act for cash if subsection one of Section 23 of the 1983 Act did not apply to any such allotment, provided this power shall be limited to, A, the allotment of equity securities in connection with a rights issue in favor of the holders of ordinary shares, including rights to subscribe for or convert into ordinary shares, where the equity securities respectively attributable to the interest of such holders are proportional, as nearly may be, to the respective numbers of ordinary shares held by them, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with the fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory or otherwise.
B The allotment otherwise than pursuant to subparagraph A above or equity securities up to an amount of 8,972,480 shares, being equivalent to approximately 5% of the issued ordinary share capital of the company as of April 10th, 2015. The authority conferred by the resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied, or revoked, provided that the company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
To the extent necessary, in order for the resolution to be effective in accordance with its terms, the powers and authorities granted pursuant to this resolution are also granted and are to be effective for the purposes of and accordance with the Companies Act 2014, the 2014 Act. In the same manner as they are granted and effective for the purposes of the 1983 Act, with effect from the commencement of the sections and provisions of the 2014 Act that are equivalent to the sections and provisions of the 1983 Act that are relevant to the matters referenced in this resolution, and to the extent that those sections and provisions of the 2014 Act become applicable to the company and to the matters referred to in this resolution.
References to Section 23.1, 23.13, and 24.1 of the 1983 Act in this resolution are for the purposes of this resolution and to the extent necessary, in order for this resolution to be effective, to be read as references to Sections 10.22, 10.22.1, 10.23.1, and 10.23.3 of the 2014 Act. As is appropriate to such other sections or provision of the 2014 Act as is equivalent to the relative section of the provision for the 1983 Act, referenced to in this resolution with effect from the commencement of those sections and provisions of the 2014 Act, and to the extent that such sections and provisions of the 2014 Act become applicable to the company and to the matters referred to in this resolution. I ask, is there a second?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark resolution five on their ballots. We will now proceed to proposal six and the holding of the 2016 annual general meeting of shareholders at a location outside of Ireland, as may be determined by the board of directors. I move adoption for this resolution. Resolved that the 2016 annual general meeting of shareholders of Willis Group Holdings Public Limited Company may be held at such place outside Ireland as may be determined by the board of directors. Is there a second?
I, Celia Brown, second the resolution.
Are there any questions on this resolution? There are no questions, those voting by ballot should mark resolution six on their ballots. Now, please pledge your ballot to our collectors. I now lay before the meeting the company's financial statements for the financial year ended December 31st, 2014, prepared in accordance with Irish law and the reports of the directors and auditors of the Irish statutory accounts. Are there any questions concerning the company or any other matters that may probably come before the meeting? If there are no questions, I shall now ask the Inspector of Elections to report.
I report that the preliminary results on the matters brought before the meeting are as follows. All director nominees have each been elected until the next Annual General Meeting of shareholders of the company, or until their respective successors are elected or appointed. Each director received no fewer than 146,664,808 votes in favor. The ratification of the reappointment of Deloitte LLP as independent auditor and authorization of the audit committee on behalf of the board to fix the remuneration of the auditor was approved by 166,756,626 votes for, 278,688 votes against, and 163,419 votes abstained.
The advisory vote on a non-binding basis to approve the compensation of the company's named executive officers received 138,736,227 votes for, 24,094,165 votes against, and 228,603 votes abstained. The vote to approve the renewal of the directors' authority to issue shares under Irish law for issuance up to 33% of the company's outstanding share capital received 165,637,436 votes in favor, 1,138,429 votes against, and 422,868 votes abstained.
The vote to approve the renewal of the directors' authority to opt out of statutory preemption rights under Irish law for rights issues and separately for issuance up to 5% of the company's outstanding share capital received 162,319,211 votes in favor, 494,729 votes against, and 245,055 votes abstained. The vote to authorize holding the 2016 Annual General Meeting of shareholders at a location outside of Ireland received a hundred and sixty-six million seven hundred and ninety-nine thousand six hundred and nine votes in favor, 47,269 votes against, and 351,855 votes abstained. That concludes the report of the Inspector of Elections.
Thank you. The Inspector of Elections is Christopher J. Wood of American Election Services, and I thank you for that report. The final results of the matters brought before the meeting will be disclosed in a Form 8-K filed with the SEC within the four business days after this meeting. As there is no other business to come before the meeting, I declare the meeting closed. Thank you very much.