Doctor of Stewardship Wanted

It is often argued that poor governance structures prepared the ground for the financial crisis. The lack of shareholder engagement in particular is seen to have enabled banks to take on more and more risk. In response, the UK Financial Reporting Council issued the UK Stewardship Code which “aims to enhance the quality of engagement between institutional investors and companies to help improve long-term returns to shareholders and the efficient exercise of governance responsibilities”.… Read the rest

Share owners should give a XXXX says EU

“Don’t be British, be Australian” is the message from Claire Bury, the EU’s corporate governance official.

Speaking at the UK’s National Associate of Pension Funds investment conference in Edinburgh recently, Claire outlined the Commission’s approach to the forthcoming Governance Green Paper which will be launched in April.… Read the rest

Henderson EGM – two counts of votes to satisfy dual listing requirements

Update 14 March 2011: The Company’s legal advisors have confirmed to Manifest that all shareholders are entitled to vote on the single resolution to approve the transaction. The votes will be counted twice – the first time to satisfy the requirements of the special resolution and the UKLA Listing Rule Class 1 transaction.… Read the rest

Voting and the laws of unintended consequences

It would be fair to say that the importance of shareholder voting has enjoyed an increasingly higher profile in recent years, not least in response to the financial crisis. Just within the UK investment context, initiatives such as the Myners Principles, the Stewardship Code, the 2006 Companies Act, the Hedge Funds Standards Board Code, UCITS IV and of course the UN PRI all make various efforts to make voting more important or easier (or both).… Read the rest

Monsanto Shareholders Send Message on Pay

S&P 500 constituent Monsanto Company yesterday became one of the first US companies to hold its AGM following the introduction of the new US rules requiring an advisory vote on the remuneration of the directors and an advisory vote on the frequency of such a vote.… Read the rest

How best to reign in executive pay?

There can be little argument with suggestions that the dynamics of the Remuneration Committee are crucial to ensuring a balanced approach on executive pay issues. Indeed there may be value for shareholders in an amendment to the UK Corporate Governance Code in relation to the diversity of the committee.… Read the rest

The role of asset owners in making the Stewardship Code work

If 2008 was the year of crisis and 2009 the year of survival and steadying the ship, 2010 was the year of longer-term policy response. If one word stands out more than any other from the policy debates of last year, it is “Stewardship”.… Read the rest

New methodologies for proxy advisors?

The US Society  of Corporate Secretaries and Governance Professionals (SCSGP) has called for the SEC to regulate proxy advisory agencies “to change certain of their current procedures”, in order to “make the processes and methodologies utilized by the proxy advisory firm more transparent, accountable and reliable”.… Read the rest

Goodbye PGI – Thanks for everything

It was with great sadness that Steve Wallman, founder of ProxyGovernance Inc, let the team at Manifest know that PGI would be closing its doors at the end of the year. Manifest has worked closely with the PGI team since its inception.… Read the rest

“Excessive” bonuses lead to higher dissent

One of the questions faced by investors when considering say on pay votes is whether the payout is appropriate. While salary may be easily compared against peers, assessing how appropriate the bonus is may not be so straightforward. To try to get a clearer perspective on such a hot topic, Manifest teamed up with Swiss research organisation, Obermatt, in an effort to objectively analyse bonus payouts.… Read the rest

Disqualifications of James Hardie directors overturned

The NSW Court of Appeal has overturned the decision of the NSW Supreme Court in respect of seven directors who had received bans on serving as directors. The Supreme Court had found that they had breached their duties to the company (James Hardie)  in 2001 over a misleading media release about asbestos compensation.… Read the rest

US Senate to investigate securities lending

Obscure securities lending practices have been a cause for concern for the governance community in recent years as the ability to recall shares at short notice can negatively impact investors’ ability to vote at general meetings.

The US Senate is now adding its weight to worries about the industry and is launching an investigation into the securities-lending practices of defined benefit and defined contribution pension funds, according to a recent article in Pensions & Investments.… Read the rest