Do any organizations advise or counsel shareholders on whether to approve matters?
Up to now, activist shareholders in Austria mainly applied standard strategies to exercise their influence – also beyond their proportionate shareholding – by e.g. issuing open letters to the company or using press and social media channels to reach other shareholders.
Further, Proxy Advisors issued voting guidelines also for public companies in Austria and provide voting recommendations based on these guidelines. Even though these voting recommendations are primarily addressed at institutional investors, these recommendations may have a significant effect also on the decision-making of the retail investors, in particular as regards corporate governance aspects and e.g. capital measures.
There are situations in which the board of directors may be requested to render its opinion to shareholders. For instance, in companies listed at the Novo Mercado and Level 2 listing segments, the board of directors is required to prepare and disclose a reasoned opinion in the event of a tender offer for the acquisition of the control of a listed company (Takeover TO), either for or against the transaction. In other companies, the board may choose to make a statement about the Takeover TO, in which case the statement must be disclosed to the market.
Moreover, in accordance with the Brazilian Corporation Law, the financial statements of the companies shall be previously drafted by the executive office before being submitted to the general meeting for approval.
Finally, please refer to our comments on item 2 in relation to the installation and operation of a fiscal board at Brazilian companies.
Shareholder advisors have become increasingly active in France in recent years. The proposed Loi PACTE would expand on existing guidance of the AMF on proxy advisers, by establishing rules for shareholder voting advisor services, which will be expected to refer to a code of conduct and explain deviations therefrom (or explain why they do not subscribe to such a code), provide rules relating to conflict-of-interest and publish at least annually information relating to their methodology and other matters.
Yes. An increasing number of institutional investors follow the recommendations of consultants on share voting rights (Stimmrechtsberater), such as Glass, Lewis & Co., Institutional Shareholder Services, Inc. and Hermes EOS. In addition, there are a number of German organizations acting as representatives in shareholder meetings or voting consultants for German retail investors (Aktionärsvereinigungen).
In principle no. See however also our reply under question 23.
For certain types of transactions, the circular to be despatched to shareholders may include letters from the board providing recommendation as to how to vote, which is usually based on advice from financial advisors.
Several proxy voting advisory institutions cover the Japanese market. They provide proxy voting policies regarding exercise of voting rights and advising whether to agree or disagree based on agenda items of individual companies.
In Portugal, shareholders advisory is only a practice in certain listed companies.
Institutional Shareholders Services and Glass Lewis are the major foreign proxy advisory organizations which advise shareholders of companies in Korea. CGS, Sustinvest and Daishin Economic Research Institute are some of the active Korean local organizations. These organizations continue to exert significant influence over exercise of shareholder rights.
Proxy advisors, including international players such as ISS and Glass Lewis as well as national players such as Ethos or SWIPRA, usually provide shareholders with voting recommendations for each agenda item on the agenda for the general meeting of listed companies. Some big institutional investors also issue their own advice and recommendations.
A proxy advisory firm is an organization that provides to its shareholder clients data and analytics services, as well as recommendations on certain voting decisions. Two prominent proxy advisory firms are Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”). Certain shareholders, namely smaller and medium-sized institutional investors, rely on proxy advisory firms to help them determine how to vote on proposals in company proxy statements. A recent study conducted by Harvard Law School indicates that institutions vote in accordance with ISS and Glass Lewis recommendations more than 80 percent of the time (on average) when the proxy advisors both recommend in favor of a proposal. The role of proxy advisors has been somewhat controversial in recent years as concerns have arisen over their significant impact on investor voting, factual errors in their voting reports and potential conflicts of interest.
The SEC has adopted rules under the Investment Company Act requiring investment advisers to vote securities in the best interest of their clients. Previous no-action letters from the SEC Staff have suggested that investment companies can rely on proxy advisory firm recommendations to fulfill this obligation to their clients. Recently, these no-action letters have been rescinded, but the impact of this development remains unclear.
A number of industry groups provide guidance to institutional shareholders on whether to approve shareholder resolutions of public companies. These include the Association of British Insurers, the Investment Association, Pensions Investment Research Consultants and the Pensions and Lifetime Savings Association.
Proxy advisors often play a fundamental role in determining the voting outcome in listed companies shareholders’ meetings, especially with reference to compensation resolutions (so-called say-on-pay).
It is worth noting that SRD 2 provides a first set of rules applicable to proxy advisors.
There are two associations whose decisions are taken into consideration by the companies and these are Capital Market Investors’ Association (BORYAD) and Turkish Industry and Business Association (TUSIAD). There are also company management consultation and corporate consulting companies advising the companies.
Engagement of independent shareholder advisors or proxy consultant firms is not common in Ukraine. Shareholders usually rely on their personal or collective judgment as well as advice from their attorneys and auditors.
Generally, there is no competent organization specialized in advising the shareholders. However, according to the size and interest of the shareholder in the company, they may refer to financial, tax and legal consultations independently.