UK’s Takeover Panel annual report published

The UK’s Takeover Panel recently published its 2015-16 annual report. M&A activities in the period under review were similar to those seen in the preceding year according to the report. The report contains information about the work of the Panel during the year, including retrospective disclosure in relation to two letters of private censure and 26 guidance letters.… Read the rest

UK’s new prime minister sets out her #corpgov #ESG stall

Theresa May UK PM

In sharp contrast to US Republican moves to unwind the Dodd Frank corporate governance reforms introduced after the global financial crisis, the UK’s newly appointed Conservative party leader and soon to be prime minister, Theresa May, has signalled strong support for a progressive corporate governance agenda.… Read the rest

US Republicans continue their assault on shareholder rights and ESG

The US House of Representatives last week voted on a series of proposals designed to dismantle key aspects of Dodd Frank reforms. After June’s vote to propose regulation of proxy advisors and rescind the conflict minerals rule, the latest intervention on watering down shareholder rights and ESG removes:
  • the SEC’s authority to enforce the CEO median pay ratio disclosure rules;
  • the ability for the SEC to mandate companies disclose material climate-change risks; and
  • the ability for SEC to give shareholders voting by proxy the ability to vote for a mix of of management and opposition board candidates on the same “univeral ballot card”.
Read the rest

Future of Shareholder Rights Directive uncertain in light of Brexit fallout

Uncertainty now surrounds the status of the Shareholder Rights Directive following the UK’s Brexit referendum result. The Directive is currently stalled at the trialogue stage involving negotiations between the Commission, Parliament and country representatives. The UK has been a vocal advocate on promoting better governance and sustainability reporting in recent years. … Read the rest

Board Effectiveness: What is POOR, OKAY, GOOD or EXCELLENT?

Does anyone know? Not yet. But, by the end of this month, the ethics think tank Responsible 100 believes it will have a better idea.

The problem Responsible 100 seeks to solve is the credibility deficit endured by businesses which claim to be ethical, sustainable, responsible or values-driven.… Read the rest

Has the UK’s pay simplification project hit the buffers before leaving the station?

Last week’s unprecedented result at the AGM of Weir plc – 72.3% against the  remuneration policy vote and 72.24% agains the vote on LTIP amendments (both binding votes) raises some challenging questions for the UK’s pay simplification project currently sponsored by the Investment Association.… Read the rest

Manifest Research Impact: Illegal dividends, FRC & ICSA act to ensure compliance

Following Manifest’s analysis of the extent of illegal dividends paid by UK listed companies [22-Jan-16] the Institute of Chartered Secretaries & Administrators (ICSA) the Financial Reporting Council have issued bulletins to remind companies of their legal responsibilities.

Jennifer Walmsley, the FRC’s director of investor engagement, writing on Linked-In, drew attention to the Reporting Lab’s report “Disclosure of dividends – policy and practice“, published in November 2015.… Read the rest

JKX Board ousted after defying UK Supreme Court over shareholder rights

JKX, the London-listed oil company has seen its entire board being replaced following years of questionable corporate governance and poor performance.

Proxima Capital, JKX’s third largest shareholder managed to secure over two thirds of the votes cast at a special meeting of JKX shareholders held on Thursday with their proposals to replace most of the board, including the chairman and chief executive.… Read the rest

White House on diversity & pay: “full disclosure”

On the seventh anniversary of the first piece of legislation signed into law by US President Obama, the White House has announced a series of  steps designed to promote work place diversity and equality.

According to a briefing produced to the Council of Economic Advisors, the U.S.… Read the rest

Denmark looks to Stewardship Code for growth

Troels Lund Poulsen, the Danish minister for business and growth has tasked the Komitéen for god Selskabsledelse (Committee on Corporate Governance) with preparing a set of recommendations for corporate governance for institutional investors. The Code will ask for investors to ensure they focus on “healthy, long-term business operations” to ensure that Danish companies are as driven as possible.… Read the rest

What do the world’s largest companies “Say on Sustainability”?

The Stewardship of Sustainabilitygreencity

The Manifest Say on Sustainability framework gives pension funds, asset managers and other interested stakeholders accessible reports and  data tools to understand how investee companies do (or do not) embed sustainability in their governance systems.

Sustainability – Investor Voice or Exit?Read the rest

The Red Lines Monitor – Your Chance to Get Involved

In December we wrote about the AMNT’s Red Lines Voting Policy and Manifest’s new service “Red Lines Monitor”  [link]. AMNT hopes that Red Lines Voting will foster better understanding of stewardship issues by lay pension trustees and encourage greater dialogue around sustainable governance for long-term success.… Read the rest