BAE confirms Boeing talks as US investors stage protest over pay

BAE Systems, Europe's biggest defence group, came under fire at its annual shareholder meeting from its US investors, who almost succeeded in voting down the company's remuneration report.

Speaking after the meeting, Mike Turner, the chief executive, confirmed that BAE had held talks with the US aerospace giant Boeing about a possible merger, helping the company's shares to top the list of FTSE 100 risers.

Pressure from a US corporate governance consultancy meant nearly half of all votes were cast against the report, in what was the first year that shareholders have been able to vote on remuneration matters.

The Maryland-based Institutional Shareholder Services, a proxy analysis firm, led the attack against the report on the grounds that BAE's share option plan was too generous and could severely dilute the group's shareholder base if the scheme was fully taken up by employees.

A total of 694 million votes were cast against the resolution on pay – the majority of which are controlled by US institutions – while 712 million were cast in favour, the company said. All the resolutions were passed.

Protests from groups opposed to the arms trade dominated yesterday's AGM – the swansong for its outgoing chairman, Sir Richard Evans. The meeting was peppered with outbursts from so-called guerrilla shareholders, representing lobby groups such as Friends of the Earth and Campaign Against the Arms Trade.

Several shareholders were forcibly removed from the crowded conference room, after chanting slogans such as "Stop the arms trade before it stops you"; "Stop arming repressive regimes"; "Blood on your hands" and "Murdering scum".

BAE defended its employee share plan on the grounds that it was drawn up in full compliance with the guidelines laid out by the Association of British Insurers and the National Association of Pension Funds, the main UK institutional shareholder advisory groups. Neither the ABI nor the NAPF raised any objections to the company's remuneration report. "Corporate governance in the US is different to here," an NAPF spokesman said. Last August, ISS said that if BAE's share option plan were fully taken up, the company would need to issue an equivalent of 19.5 per cent of its market value.

"[The vote] is an issue in the sense that we need to continue the dialogue with ISS to understand fully their concerns. Obviously UK investors don't feel the same concerns on this subject," a BAE spokesman said. He stressed that the vote had "nothing to do" with how much directors were paid last year.

Shareholders fired questions about whether BAE may face potential liabilities arising from the British Army's use of depleted uranium shells during the war in Iraq. Throughout the Nineties BAE made depleted uranium shells, which scientific studies have found can cause cancer, although it completed its last contract in 1999.

George Rose, the finance director, rebuffed all suggestions that BAE faced any liabilities, telling the room: "We do not have any financial provisions [to meet potential liabilities] because our risk assessment says they will not be risks to us."

Asked about potential merger partners Mr Turner said: "We have talked to Boeing and other parties about a way forward together.... Clearly the share price is lower than we'd like it to be, it's not a good starting point for any discussions."

BAE's shares, which have slumped by more than two-thirds in the past year, closed up 7 per cent at 133.5p, making the stock the FTSE 100's top riser.

BAE has had a torrid year, clocking up losses of £686m on the back of cost overruns on two UK defence projects. It has also been embroiled in a row with trade unions over a £2bn shortfall in its pension fund.

A heated three-hour meeting saw shareholders allege that BAE was guilty of a range of sins, from arming repressive regimes such as Zimbabwe in contravention of UN sanctions, to lobbying the Government to change the guidelines regarding trade with Israel. Sir Richard rebuffed all the claims and was swift to have disruptive shareholders removed. One man required seven security heavyweights to carry him out, as he shouted: "Shame, shame, shame on you sir. You hide behind the law."