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Bettesworth Construction
Corporate Governance

Costain to Keep Seeking Shareholder Authority for Political Donations

Costain shareholders approved a request for political-donation authority, while the company says its policy remains not to make donations or incur political expenditure.

By Bettesworth Construction Team 2 min read
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Costain Group PLC says it will continue asking shareholders each year for authority to make political donations or incur political expenditure, even though its stated policy is not to do either. The company says the request is a precaution because broad statutory definitions may capture routine business activity. Shareholders approved the request at Costain’s 14 May 2026 AGM; 20.57% of votes cast opposed it.

What happened at Costain’s 2026 AGM?

Resolution 14, which sought authority for political donations or expenditure, passed at the 14 May 2026 AGM. Costain reported that 20.57% of votes cast were against it. The company published a follow-up update on 9 October 2026 under Provision 4 of the UK Corporate Governance Code. Costain’s update and AGM vote details.

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Costain said it had discussed the resolution with its largest shareholders who voted against it. According to the company, those discussions indicated the opposition reflected general objections to political donations or expenditure, rather than concerns about Costain itself. That is Costain’s account of the discussions, not an independently established explanation of every dissenting shareholder’s vote.

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Why seek authority if the company says it makes no donations?

Costain describes the annual request as a precaution. It says the Companies Act 2006 definitions of “political donations” and “political expenditure” are broad enough to potentially encompass routine business activities that would not ordinarily be regarded as political. The company says its policy is, and continues to be, not to make political donations or incur political expenditure. Costain’s explanation and policy statement.

The request for authority and the stated policy are separate matters: shareholders approved an authority request, while Costain says it does not intend to make donations or incur political expenditure. The vote alone is not evidence that a donation was made.

Costain’s 2024 AGM notice offers earlier context. It described the statutory definitions as extending to bodies involved in policy review, law reform and representation of the business community, and said authority was sought to avoid inadvertent infringement. That is historical company context; the current vote, rationale and policy are stated in the 2026 update. Costain’s 2024 AGM notice.

What does the law require?

Section 366 of the Companies Act 2006 says a company must not make a political donation to a political party or other political organisation, or incur political expenditure, unless authorised in accordance with the Act. The provision also addresses member resolutions and subsidiary-company rules. Companies Act 2006, section 366.

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Costain’s argument concerns the breadth of the definitions and the possibility that some ordinary business activity could fall within them. It does not establish that every routine business activity is legally a donation or that Costain has made one.

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How does this fit with wider political-finance changes?

The Ministry of Housing, Communities and Local Government’s political-finance summary, updated 20 May 2026, describes measures in the Representation of the People Bill 2026. These include proposed UK or Ireland connection and ownership or revenue criteria for companies making donations, as well as enhanced checks for certain donations. The page describes proposed Bill measures; it should not be read as proof that all of them are already in force. MHCLG’s political-finance summary.

A UK parliamentary answer published on 18 September 2026 says recipients remain responsible for complying with existing statutory donation requirements and refers to Know Your Donor risk assessments for contributions above £11,180. The answer addresses recipient responsibilities and does not change the meaning of Costain’s AGM vote. Parliamentary written answer, 18 September 2026.

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