Governance Readout

Last month we brought you some insight on the Economic Crime & Corporate Transparency Bill (ECCT Bill) and in the intervening days there have been further updates.

As the legislation moved through the reporting stage in the Lords, we have seen additional amendments (amendment 14 & 15). The latest amendment, by our reading of its drafting, will mean that only private companies will have an obligation to capture dates that a shareholder moves house or changes their name etc. and that this information can be part of the public register.

However, this stage of the Bill’s passing through the Lords have now seen amendments (amendments 16,17 and 19, page 6-7) introduced that, by a plain reading of the bill, would require the register of members to capture details of all holders sat behind a nominee. These amendments could have unintended consequences, but we are trying to establish the intent and application through further engagement.

However, it’s now been announced that a consultation is now expected following a question asked within the Commons. We’ll be continuing to engage with the Department of Business & Trade and monitoring the progress of the consultation. We’d welcome further discussions with issuers on this subject to help inform our engagement and responses on this subject.

The Financial Reporting Council (FRC) have released a review into the impact of proxy advisors and ESG rating agencies and their role in the reporting of FTSE 350 companies and investor voting.

The report considers how investors use the advice of proxy advisors and ESG research agencies and have identified several interesting findings for both investors and companies.

• The connection between negative voting recommendations issued by proxy advisors and voting outcomes is less strong than has often been suggested.
• ESG research does influence the decisions of investors with 72% of investor respondents stating that they used this research in their decision making.

The report advises that further work is to be done in this area and this may include ESG rating agencies.

Georgeson’s view

Issuers continue to raise concerns that the role and influence of proxy advisors on corporate proxy votes can negatively impact voting decisions. The ability for issues to engage and potentially explain non-compliance with local market code continues to be challenging during peak times and can lead to negative recommendations. Issuers general preference is to move away from boilerplate ‘tick-box’ compliance but are compelled to follow strict guidance, so they adhere to proxy advisor guidelines.

The FRCs review appears to suggest that the role of proxy advisors is less influential than many thought but there is an increasing regulatory and reporting burden on issuers. Greater complexity in reporting could lead to greater reliance on proxy advisors’ analysis which may not take into consideration the specific nuances of an issuers journey to adherence to best governance practices.

The Government has now published an interim report from its ‘Digitisation Taskforce’. It commissioned the taskforce, which is led by Sir Douglas Flint, to look into how the UK can abolish physical share certificates, improve market digitisation, enhance the interaction between issuers, intermediaries and investors, and better enfranchise beneficial shareholders.

The taskforce’s seven principal recommendations are:

1. Legislation should be brought forward, and company articles of association changed, as soon as practicable to stop the issuance of new paper share certificates.
2. The government should bring forward legislation to require dematerialisation of all share certificates at a future date, to be determined as soon as possible.
3. The government should consult with issuer and investor representatives on the preferred approach to ‘residual’ paper share interests and whether a time limit should be imposed for the identification of untraced Ultimate Beneficial Owners (UBOs).
4. Intermediaries should have an obligation, as a condition of participation in CREST, to put in place common technology that enables them to respond to UBO requests from issuers within a very short timeframe.
5. Intermediaries offering shareholder services should be fully transparent about whether and the extent to which clients can access their rights as shareholders, as well as any charges imposed for that service.
6. Where intermediaries offer access to shareholder rights, the baseline service should facilitate the ability to vote, with confirmation that the vote has been recorded, and provide an efficient and reliable two-way communication and messaging channel, through intermediaries, between the issuer and the UBOs.
7. Following digitisation of certificated shareholdings the industry should move, with legislative support, to discontinue cheque payments and mandate direct payment to the UBO’s nominated bank account.

It’s worth noting that the report considers different avenues to achieve the aim of dematerialising share certificates, immediately ruling out several on the grounds of viability or practicality. Options remaining in scope include, firstly, certificated shareholders being able to continue to have their shares registered in their own name on the company’s share register, with all the rights they currently enjoy, wholly digitised. The alternative, preferred by the report’s author, is to require shareholders to transfer their shares to a financial intermediary (e.g. custodian, nominee, broker), a course of action which would impact their legal status as shareholder and potentially also their rights, subject to the terms and conditions of their chosen intermediary, as well as costs.

The market has until Monday 25 September to provide its views and feedback on the recommendations so that Sir Douglas can consider these ahead of publishing a final report and implementation timetable, expected within 6 months.

Computershare’s view

We are long-term supporters of both the removal of physical share certificates and improving digital engagement with investors. We are taking some time to absorb and analyse the report and its implications. We believe it’s vitally important that the views of both issuers and investors are included in the taskforce’s considerations. As a result, we’d welcome your views and will be actively engaging industry bodies and the government to discuss the report further.

Georgeson have produced an early look at the US 2023 proxy season.

The 2023 proxy season has broken the record for the number of shareholder proposals submissions, as ESG topics progress and institutional investor voting behaviour evolves.

The latest memo from Georgeson provides an overview of the EU’s Corporate Sustainability Reporting Directive which has recently been in the news for scaling back the requirements of its standards. The memo can be requested by emailing Daniele.Vitale@georgeson.com.

Georgeson have created a memo that will provide an overview of the FTSE 350 remuneration report votes that received more than 20% opposition in April and June 2023 and it can be accessed by emailing nicholas.laugier1@georgeson.com.