ISC sees scope for better governance

According to a new paper published today by the Institutional Shareholders Committee (ISC), UK investors have been too reluctant to make better tactical use engagement and voting and is looking for ways to make it easier for investors to come together to share their concerns.

Manifest has pointed out a number of times over the past decade that The Takeover Panel’s rules currently discourage collective engagement or voting on the assumption that joint activities are constructed in the context of a takeover rather than furthering better governance. The paper calls for the authorities (i.e. The Takeover Panel)  to make it clear that collective dialogue is permitted.

Collective action is just one of five areas for action outlined in the ISC’s paper, “Improving Institutional Investors’ Role in Corporate Governance” :

  • Clear Investment Mandates;
  • Effective Dialogue
  • Board Accountability
  • Raised Investor Standards
  • Combined Code Changes
One of the more contentious proposals put forward in the paper is that to make boards more accountable, the chairs of leading committees should stand for election each year and if support for any individual were to fall below 75% (including votes positively withheld) the chairman should also be expected to stand the following year.
Over the course of the summer the ISC intends to review its “Statement of Principles on the Responsibilities of Institutional Shareholders and their Agents” (ISC Principles) with a view to converting them to a “Code” with a published list of signatories which it hopes will help investors make informed choices when issuing fund manager mandates. A full copy of the paper can be found ISC Governance Paper >>


The ISC is an informal grouping comprised of four investment trade associations:

  1. Association of British Insurers (ABI)
  2. Association of Investment Trust Companies (AITC)
  3. Investment Management Association (IMA)
  4. National Association of Pension Funds (NAPF)
The Panel on Takeovers and Mergers is an independent body, established in 1968, whose main functions are to issue and administer the City Code on Takeovers and Mergers and to supervise and regulate takeovers. The Panel’s statutory functions are set out in the Companies Act 2006. The Panel comprises up to 34 members, the Chairman, Deputy Chairmen and up to twenty independent members appointed by the Panel on the recommendation of its Nomination Committee. The following trade associations are currently represented on the Panel: ABI,  NAPF,  IMA and AITC.


 ISC website >>

Takeover Panel >>

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