Merry Christmas from Manifest

Wishing all our friends and followers a
Merry Christmas and a Happy New Year!

Happy Christmas 2012

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EU Action Plan on European Company Law & Corporate Governance

 The European Commission this week (12/12/12) set out its 16 priorities for promoting sustainable and competitive companies in the EU. After two years of investigation, the Commission has decided to focus it’s workplan on three main areas:

  • Transparency
  • Long-Term Shareholder Engagement
  • Company Law Reforms


  • Increasing transparency on board diversity and risk management;
  • Improving corporate governance reporting;
  • Better shareholder identification;
  • Strengthening transparency rules for institutional investors on their voting and engagement policies.
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More simplicity with more flexibility in new remuneration guidance

The Association of British Insurers have published the 2012 update to their Principles of Remuneration, with a number of key changes focusing on simpler remuneration structures while offering flexibility for special cases. Two new paragraphs have been inserted in the Principles, while content from the former Appendix is moved to an expanded Guidance section as part of a welcome rearrangement and better focused document.… Read the rest

De-mystifying Directors Pay

 What should directors be paid? When and how to motivate for sustainable returns are key questions for remuneration committees and shareholders alike.  On the face of it they are easy questions to ask but good answers require a detailed framework of knowledge.… Read the rest

What works for exec pay: Internal metrics or peer group benchmarks?

Are executive pay peer group benchmarks the new credit ratings?

New research from the Investor Responsibility Research Centre Institute (IRRCi) suggests that over-dependence on peer group benchmarking for setting executive pay is the root cause of pay inflation in the USA and that a holistic, business-centric approach to setting reward is needed by boards, investors and regulators, including the courts.… Read the rest

Kay Review Recommendations

Professor John Kay has published his review of equity markets and long-term decision making which was commissioned by the UK’s Business Secretary Vince Cable.

Here are the key recommendations, source: Kay review – Final Report July 2012

1. The Stewardship Code should be developed to incorporate a more expansive form of stewardship, focussing on strategic issues as well as questions of corporate governance.… Read the rest

More Regulation or Better Stewardship?

Optimising the Means and Ends of Good Governance

Manifest is proud to sponsor the 4th Cambridge International Regulation and Governance Conference on September 6th, at Queens College, Cambridge.

In a timely intervention given recent consultations at national and supra-national level on both sides of the Atlantic touching on stewardship processes, the conference will address regulatory responses to aspects of the global financial crisis.… Read the rest

AMF releases proposals for French General Meetings

The AMF has this week (2nd July) released its final report on improving the exercise of shareholders rights at French general meetings.  Following consultation during 2011, the proposals are expected to be in place in time for meetings on or after 1st January 2013, subject to the adoption of legislative amendments where necessary.… Read the rest

Rules, Regulations, Codes and Cultures

Another week, another consultation deadline in the world of responsible investment – last week the FRC’s consultation on the Stewardship Code. With so many column inches being taken up with coverage of scandals which have shaken the very bedrock of financial and investment services, we might well wonder if fine tuning the way that investors report their Stewardship activities is a little like fiddling while Rome burns.… Read the rest

Empty Voting: ESMA call for evidence finds …

….no evidence.

Last year, ESMA conducted a consultation on the topic of empty voting, designed to find out the nature and extent of the decoupling of voting rights from economic ownership. Last week, they published the responses received, and concluded that no regulatory action is necessary – possibly because the overwhelming majority of respondents could cite no concrete evidence of empty voting.… Read the rest

Proxy Advisors – regulators should act…

…..on the facts.

The world’s proxy seasons draw to a close with the last remaining Japanese vote deadlines on Tuesday 26th June. That’s one day after the European Securities Markets Authority’s consultation on proxy advisors closes.

Shareholders do like to be consulted, up to a point.… Read the rest

UK Government announces its remuneration policy at last

Guest post by Damien Knight, Director, MM&K Ltd

The Coalition Government, through the Department for Business, Innovation and Skills (BIS), has been consulting regularly since September 2011 about what it could do to reign in ‘excessive’ executive pay and strengthen the link between pay and performance in major companies. … Read the rest