Best Practice Principles - for Providers of Shareholder Voting Research & Analysis
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Best Practice Principles for Providers of Shareholder Voting Research & Analysis Developed By: The Best Practice Principles Group Under the Chairmanship of Dr. Zetzsche Web: www.bppgrp.info Email: committee@bppgrp.info Publication Date: March12014
Contents
Part One: Introduction page 3
ESMA’s Call for Industry Self-Regulation page 3
Public Consultation 2013 page 5
Ongoing Monitoring page 5
The Best Practice Principles page 6
Background page 6
Investor Codes page 6
Comply or Explain page 7
Application of the Principles page 8
Introduction to the Principles page 8
Scope & Definition page 9
Part Two: The Three Best Practice Principles page 11
Principle One Service Quality pages 12-15
Principle Two Conflicts-of-Interest Management pages 16-17
Principle Three Communications Policy pages 18-19
Appendix 1 Charter Signatories page 20
2 Best Practice Principles for Shareholder Voting Research & Analysis
Part One: Following publication of the ESMA Final
Report, a number of industry members
Introduction
formed the Best Practice Principles
ESMA’s Call for Industry Self-Regulation Group (“BPPG”) to develop a set of
Over the course of 2011, the European Best Practice Principles for Providers of
Securities and Markets Authority Shareholder Voting Research &
(“ESMA”) collected evidence from a Analysis (“Principles”), which
variety of stakeholder groups with a signatories to the Principles
view to understanding the state and (“signatories”) should adopt on a
structure of the market for shareholder comply-or-explain basis.
voting research, suppliers’ The Principles are designed to help
methodologies and on possible clients and stakeholders understand:
European policy options. In March
The nature and character of
2012, ESMA published a consultation
shareholder voting research and
paper: ‘An Overview of the Proxy
analysis services;
Advisory Industry. Considerations on
Possible Policy Options1’, seeking The standards of conduct that
further input from market participants. underpin those services; and,
In the ‘ESMA Final Report and How signatories to the Principles
Feedback Statement on the interact with other market
Consultation Regarding the Role of the participants.
Proxy Advisory Industry’ (“ESMA Final
The Principles are intended to
Report”), published 19 February 2013,
complement applicable legislation,
ESMA concluded that:
regulation and other soft-law
“(I)t has not been provided with clear instruments.
evidence of market failure in relation to The BPPG comprises the following
how proxy advisors interact with investors
and issuers. On this basis, ESMA currently
members:
considers that the introduction of binding Glass, Lewis & Co.
measures would not be justified. However,
based on its analysis and the inputs from Institutional Shareholder Services Inc.
market participants, ESMA considers that
IVOX GmbH
there are several areas, in particular
relating to transparency and disclosure, Manifest Information Services Ltd
where a coordinated effort of the proxy
advisory industry would foster greater PIRC Ltd
understanding and assurance among other
Proxinvest
stakeholders in terms of what these can
rightfully expect from proxy advisors. Such
understanding and assurance will help to
keep attention focused where it belongs,
namely on how investors and issuers can,
from their respective roles foster effective
stewardship and robust corporate
_______________________________
governance, and ensure efficient markets.
1
Consequently, ESMA considers that the ESMA 2012 Discussion Paper - An Overview of the
1 Proxy Advisory Industry. Considerations on Possible
ESMA 2012 Consultation
appropriate approach toPaper
be taken at this
http://www.esma.europa.eu/content/Advice- Policy Options.
discussion-paper-Proxy-Advisorsthe proxy
point in time is to encourage 2
ESMA recommends EU Code of Conduct for proxy
advisory industry to develop its own Code advisor industry: (Page 3 of the final report).
of Conduct.2
3
The BPPG is led by an independent chairman, Prof. Dr. Dirk Andreas Zetzsche, LL.M. (Toronto), who is a professor of law and holds the Propter Homines Chair for Banking and Securities Law at the University of Liechtenstein. He is also one of the directors of the Center for Business and Corporate Law at Heinrich Heine University in Düsseldorf Prof. Zetzsche was selected by the BPPG after a public call for interest in the post and is independent from both the BPPG and ESMA. Prof. Zetzsche has no industry affiliations but extensive practical and academic experience with both shareholder voting and institutional investments. Whilst ESMA provided Prof. Zetzsche with logistical support, including granting him a daily allowance of 150 EUR per meeting attended and reimbursing his travel and accommodation costs in connection with meetings, ESMA was not involved in the drafting of the Principles. Prof. Zetzsche undertook the role of BPPG Chair because of his interest in shareholder stewardship and fostering transparency of the voting process. While the Chair fulfilled an advisory and coordinating function, he did not interfere with the fundamental decisions with regard to the Principles; these decisions were made exclusively by the industry members of the BPPG. The BPPG operates an independent website (http://bppgrp.info) which is a central location for copies of the Principles together with any consultation-related materials. 4 Best Practice Principles for Shareholder Voting Research & Analysis
Public Consultation 2013 Ongoing Monitoring
To refine the Principles and finalise the The BPPG will perform on-going
publication process, the BPPG sought monitoring of the implementation of
feedback from potential signatories, the Principles and will review the
institutional investors, issuers and Principles and Guidance no later than
other stakeholders during Q4 20133. two years following their launch.
The BPPG received 46 responses to its
consultation. ESMA will perform a separate review
of the implementation of the Principles
The BPPG reflected upon the responses and their monitoring by the BPPG at
to a variety of topical questions, the beginning of 2016.
including:
How the Principles could improve
communication with stakeholders;
How stakeholders could better
understand the way signatories
operate and the services they
provide;
Views on the proposed key
Principles and related Guidance;
and,
Views on the governance of the
Principles including, the
transparency of the process and
possible further development of
the initiative.
Following a detailed review of the
feedback, a number of amendments
were made to the initial draft
proposals.
The following pages reflect the
results of the feedback and
consultation process.
______________________
3
BPPGRP Consultation Responses
5Part Two:
The Best Practice Principles Investor Codes
AFG: Recommendations de
Background l’Association Française de Gestion (FR)
The charter signatories (see BVI: Bundesverband Investment and
Appendix 1) of the Best Practice Asset Management Rules of Good
Principles for Shareholder Voting Conduct (DE)
Research & Analysis Providers Code for Responsible Investing in
(“Principles”) have prepared and South Africa (“CRISA”) (ZA)
adopted the following Principles in
relation to their services associated EFAMA: European Fund and Asset
with the provision of shareholder Management Association Code for
voting research and analysis. External Governance (EU)
In addition to promoting the integrity Eumedion: Eumedion Best Practices
and efficiency of processes and for Engaged Ownership (NL)
controls related to the provision of FRC: The UK Stewardship Code
such services, the Principles are (September 2012), published by the
intended to foster greater Financial Reporting Council (UK)
understanding of the role of service
providers in the voting decisions made ICGN: International Corporate
by institutional investors (i.e., asset Governance Network Statement of
owners and fund managers). Principles on Institutional Shareholder
Responsibilities (Global)
New signatories beyond members of
the BPPG are encouraged to adopt the Lignes Directrices pour les
Principles. Investisseurs Institutionnels
(Economiesuisse and other Swiss
In developing the Principles, the BPPG organisations) (CH)
drew upon on a number of publicly
available sources, including but not OECD: Organisation for Economic
limited to: and Co-operation and Development
Principles of Corporate Governance
Regulatory Consultation (Global)
ESMA Final Report and Feedback PRI: Principles for Responsible
Statement on the Consultation Investment (Global)
Regarding the Role of the Proxy
Advisory Industry (19 February 2013)
6 Best Practice Principles for Shareholder Voting Research & AnalysisFinancial Markets Comply or Explain
Participants Not all Signatories offer the same
AMF : Recommendation No 2011-06 services in the same way. For this
of 18 March 2011 in respect of proxy reason, the Principles operate on a
voting agencies issued by the Autorités “comply-or-explain” framework. This
des Marchés Financiers (FR) enables each signatory to explain how
the Principles relate to their specific
CFA: Code of Ethics and Standards circumstances and business model.
of Professional Conduct and Research
The Principles are therefore not a rigid
Objectivity Standards (Global)
set of rules; rather they consist of
IIA: Institute of Internal Auditors’ three main Principles and
International Standards for the accompanying Guidance.
Professional Practice of Internal Auditing
(Standards) 1300 Series Regarding The Principles are the core of this
Quality Assurance and Improvement document and the way in which they
Programs (Global)
are applied should be the central
question for each signatory as it
determines how to operate according
to the Principles.
The Guidance recommends how the
Principles are applied.
Signatories that choose not to comply
with one of the Principles, or not to
follow the Guidance, should deliver
meaningful, relevant and detailed
explanations that enable the reader to
understand their approach. The
explanations should be substantiated
and adapted to the signatory’s
particular situation and should
convincingly indicate why a specific
aspect justifies an exemption. The
explanations provided should state
what alternative provisions have been
made, if applicable. If a signatory
intends to comply at a later stage with
a measure from which it has
provisionally deviated, it should state
when this temporary situation will
come to an end.
7Application of the Principles Introduction to the Principles
Signatories to the Principles should Investors have a number of important
publish a link to their Statement of ownership rights, one of which is the
Compliance with the Best Practice right to vote at company meetings.
Principles (“Statement”), via the Voting is a key right of investors, whose
BPPG’s independent website. effective discharge may also be a
fiduciary responsibility.
If they so choose, signatories may wish
to issue their statements via other As with many other parts of the
publicly accessible sources. investment process, investors need
Furthermore, ESMA has agreed to access to information and
display on its website a list of entities administration tools that support them
that have advised ESMA that they are in the discharge of their
signatories to the Principles together responsibilities.
with a link to the independent BPPG Signatories provide a range of
website. professional services designed to assist
The Statement should: investors in the discharge of their
rights and responsibilities. In the spirit
Describe in a meaningful way how
of the comply-or-explain framework,
signatories apply the Principles and
the Principles set forth here are
related Guidance;
designed to facilitate transparency and
Disclose any specific information assist signatories’ conduct in
set out in the supporting Guidance; discharging their responsibilities
and, toward clients.
Where any of the Principles have These Principles have been developed
not been applied or relevant with the following considerations in
information has not been disclosed, mind:
provide a reasoned explanation as
The services are an efficient way of
to why.
managing the logistical complexities
Signatories should review their associated with analysing and
Statement from time to time (at least interpreting company disclosures, as
annually) and update it as appropriate well as ensuring and managing the
to reflect current practice and material operational aspects of shareholder
changes. voting.
Clients may use one or more
services that support and
complement their own in-house
research activities;
Clients may, themselves, be subject
to a variety of rules and regulations
in relation to asset ownership and
oversight;
8 Best Practice Principles for Shareholder Voting Research & Analysis Signatories’ underlying clients are Shareholder Voting Research
responsible for their own
compliance procedures;
& Analysis
Signatories analyse the corporate
Signatories operate within the
disclosures of listed companies with a
framework provided by applicable
view to informing investors’ voting
law, including those governing
decisions. Services include the
company law, contract law and
provision of research, advice or voting
client confidentiality, as well as
recommendations, that relate
securities laws associated with
specifically to the exercise of voting
market abuse and insider trading;
rights.
and,
The services may exhibit one or more
Nothing in these Principles is a
of the following characteristics:
substitute for adherence to relevant
laws and market regulations. Data and analysis
Irrespective of the type of services used to Company-specific research, advice
support ownership and voting activities, or opinions
the ultimate responsibility to monitor
ESG Ratings4
investments and make voting decisions lies
with investors; use of third-party services Policy guidance
such as those provided by signatories does
not shift this responsibility. Voting recommendations
Alerts, bulletins and newsletters
Stakeholders wishing to understand how
an institutional investor discharges its Depending on the services subscribed
stewardship or ownership responsibilities to, the services may yield different
should consult relevant disclosures of the results for different clients. This is
investor to understand its approach. because governance and ownership
policies and preferences will vary from
organisation to organisation.
Scope & Definitions
To better understand the relevance Unless otherwise stated or disclosed
and application of the Principles, it is signatories do not act on behalf of any
particular shareholder or group of
important to understand the different shareholders that is trying to influence
types of services the signatories how other shareholders vote. Similarly,
provide. signatories do not act on behalf of an
issuer that is trying to secure votes from
The key objective of the
its shareholders.
signatories is to support
institutional investors in the
exercise of their ownership rights
and responsibilities through the
provision of
value-added services.
Services may be provided on a
commercial, not-for-profit or
membership basis. ____________________
4
Per para (20) Regulation (EC) No 1060/2009 “ESG
Ratings” do not constitute Credit Ratings.
9Additional Services Engagement & Governance
In addition to shareholder voting Overlay Services
research and analysis services, Engagement services are defined as
signatories may also provide other undertaking contact and engagement
services, such as vote agency and/or with issuers on behalf of an investor or
engagement and governance overlay group of investors with a view to
services. asking the company in question to
Vote Agency amend aspects of its governance.
Overlay services are defined as the
A voting agent provides shareholder
provision of fully outsourced
vote execution services, whereby the
governance engagement and voting
voting agent is responsible for some or
services to institutional investors.
all of the logistical and operational
activities associated with transmitting Vote agency, engagement and
instructions from the institutional governance overlay service providers
investor to the company meeting, as may provide shareholder voting
well as record-keeping and reporting research and analysis as part of their
activities. service. Where this is the case, the
provisions of these Principles apply to
Votes may be transmitted to the
the shareholder voting research and
meeting directly (including personal
analysis services they offer, either on a
attendance) or through a chain of
standalone basis or in conjunction with
operational intermediaries, depending
other services.
on regulatory or market specificities in
each relevant jurisdiction. The particularities of vote agency and
engagement services are not
Unless otherwise stated or disclosed, addressed by these Principles.
signatories act under the direct instruction
of their clients and do not cast votes
without their authority.
10 Best Practice Principles for Shareholder Voting Research & AnalysisPart Two:
The Best Practice Principles
Principle One:
Service Quality
Signatories provide services that are
delivered in accordance with agreed
client specifications.
Signatories should have and publicly
disclose their research methodology
and, if applicable, “house” voting
policies.
Principle Two:
Conflicts-of-Interest
Management
Signatories should have and publicly
disclose a conflicts-of-interest policy
that details their procedures for
addressing potential or actual conflicts-
-of-interest that may arise in
connection with the provision of
services.
The Principles are supported by
Principle Three: Guidance that explains the
background, relevance and
Communications Policy application of the Principles.
Signatories should have and publicly The comply-or-explain
disclose their policy (or policies) for framework applies to both the
communication with issuers, Principles and the Guidance.
shareholder proponents, other
Unless otherwise stated, all
stakeholders, media and the public.
policies should be disclosed on
the signatory’s website or made
available on request.
11Principle One: Signatories should be able to
demonstrate to their clients that
Service Quality their reports, analyses, guidance
Signatories provide services that are and/or recommendations are
delivered in accordance with agreed prepared to a standard that can be
client specifications. substantiated as reasonable and
adequate.
Signatories should have and publicly
disclose their research methodology Signatories should have systems
and, if applicable, “house” voting and controls in place so that they
policies. can reasonably ensure the
reliability of the information used
Guidance in the research process.
Signatories cannot be responsible
Introduction for disclosures published by issuers
or shareholder resolution
Signatories should explain how
proponents that are the subject of
they organise their activities to
their research.
ensure that research is developed
in accordance with a stated Signatories should maintain
research methodology and voting records of the sources of data used
policies. for the provision of services to
clients (to the extent legally or
Signatories should describe what
contractually possible).
reasonable efforts they make to
ensure their research and analysis Signatories should implement
are independent and free from proportionate organisational
inappropriate bias or undue features to achieve adequate
influence. verification or double-checking of
the quality of research that is
Responsibilities to Clients provided. These may include:
A signatory’s primary responsibility is Issuer fact-checking
to provide services to clients in IT-based consistency check
accordance with agreed specifications. Four-eyes principle (i.e. reports
Clients are the ultimate and legitimate reviewed by an appropriate
judges of the quality of shareholder second person)
voting research and analysis and other
Review by senior analyst
services they subscribe to from
signatories. Review by governance
committee
Quality of Research Review by senior management
Shareholder voting research and and/or executives.
analysis should be relevant, Signatories should be transparent
accurate and reviewed by regarding the research information
appropriate personnel prior to provided to clients, including,
publication. when applicable, dialogue with
issuers or shareholder proponents
12 Best Practice Principles for Shareholder Voting Research & Analysis(see Principle 3). To that end, case, they may contract with a
signatories should make signatory to receive services based
reasonable efforts to ensure that on their own voting policies.
use, inclusion or reproduction of
Shareholders may subscribe to
external private information be
shareholder voting research and
duly referenced, so clients can
analysis services based on a
assess to what degree third-party
signatory’s proprietary or “house”
input plays a role in the services
voting policies and subsequently
they use.
decide on the extent to which they
incorporate that research and
Research Methodology analysis into their own assessment
Signatories should have and disclose a and decision-making process.
written research methodology that
comprises the following essential
features: Whether shareholders use a signatory’s
“house” or “custom” voting policies, they
The general approach that leads to
are always responsible for and entitled
the generation of research; to exercising their own judgement when
The information sources used; determining their final voting decisions.
The extent to which local
conditions and customs are taken
into account;
Signatory Policies
The extent to which custom or Signatories may provide
house voting policies or guidelines shareholder voting research and
may be applied; and, analysis services based on house
voting policies or guidelines.
The systems and controls deployed These voting policies typically
to reasonably ensure the reliability consist of high-level corporate
of the use of information in the governance principles against
research process, and the which the governance
limitations thereof. arrangements and general meeting
In making such disclosure, signatories resolutions of listed companies are
do not need to provide information assessed.
that could harm the signatory’s Signatories should disclose
legitimate business interests, including, whether they have developed
but not limited to, intellectual house-voting policies. If so, they
property. should disclose these policies,
including, but not limited to, the
Voting Policies or Guidelines extent to which local standards,
guidelines and market practices
Shareholder Policies are taken into account
Shareholders may assess investee (if at all) and the extent to which
companies’ governance issuer explanations on deviations
arrangements and make voting from comply-or-explain corporate
decisions based on their own view governance codes are taken into
or “custom” voting policy. In this account. Signatories should
13indicate whether the scope of their
research includes corporate Whether services are provided on a
“custom” or “house” voting policy basis,
transactions and/or environmental
clients expect signatories to exercise
and social matters (“ESG” or their independent professional
“Sustainability”). judgement when delivering shareholder
Each signatory will have its own voting research and analysis.
approach to voting policy
development and review, which
may include one or more of the Employee Qualification &
following approaches: Training
Client review A signatory’s employees should have
Public consultations the education, skills, competence and
experience that are appropriate for
One-on-One/Face-to-Face
their positions. Signatories should
discussions
make reasonable efforts to ensure
Academic literature review their staffs are trained on the
relevance and importance of their
Guideline exposure drafts
activities and on how they contribute
Group discussions/webinars to service delivery.
Discussions at industry Where a signatory outsources any
conferences process that could affect service
quality, the signatory should exercise
Signatories should explain how
control over such processes. The type
their voting policies are developed
and extent of control applied to these
and updated. They should explain
outsourced processes should be clearly
whether and how they incorporate
explained.
feedback into the development of
voting policies. They should Signatories should disclose their
disclose the timing of their policy operational arrangements for the
updates and policies. provision of services, including, for
example, qualifications of staff,
Signatories are not responsible for
organisation of production processes,
disclosing client corporate
etc.
governance policies or voting
guidelines and may have Timeliness
contractual obligations that
preclude them from discussing any Signatories have a responsibility to
aspect of their client relationships, provide clients with adequate and
voting guidelines or intentions. timely services, subject to the
availability of source information from
A signatory’s voting guidelines do issuers and shareholder resolution
not need to include information proponents, as well as intermediary
that could harm the signatory’s constraints (for example, vote
legitimate business interests, deadlines and intermediary cut-offs).
including, but not limited to,
intellectual property.
14 Best Practice Principles for Shareholder Voting Research & AnalysisSignatories should make reasonable Signatories should provide clients with
efforts to use the most up-to-date a framework that enables them to fulfil
information available when delivering their due-diligence requirements. The
their services. framework could include the following:
Site visits;
Complaints & Feedback
Interaction with research
Management teams;
Signatories should have and disclose Information on quality controls
their policies for managing and that govern the research
responding to complaints, comments development process;
or feedback about their services. Information on the
qualifications and experience of
Client & Supplier the signatory’s staff; and,
Understanding Information on how the
The operational aspects of service research framework has been
delivery will generally form the basis of or will be applied and on which
the service agreement between assumptions the research
signatories and their clients. output has been based.
Signatories should notify clients of the Client Disclosure Facilitation
scope of the services provided, as well
as any known or potential limitations Signatories recognise that institutional
or conditions that should be taken into investors may be subject to disclosure
account in the use of signatory requirements of the use made, if any,
services. of shareholder voting research and
analysis services.
Limitations may include:
Signatories should be willing to assist
Data availability issues, as not clients, upon their request, with
all markets require the same disclosure relating to the clients’
level of detail in disclosure; discharge of stewardship
Missing, inaccurate or responsibilities. This disclosure could
incomplete documents or include information on how an
disclosures, such as from institutional investor client uses a
issuers or shareholder signatory’s services; the public
proponents; identification of a signatory; and
information on the scope of services
Reliance on third parties that
offered by a signatory, among other
are beyond the control of the
things.
signatory; and,
Inconsistencies and
irregularities of information
provided by intermediaries in
the ownership chain, such as
agenda information, vote
deadlines, blocking procedures,
etc.
15Principle Two: How signatories communicate
their conflicts-of-interest policy
Conflicts-of-Interest and train employees in the
Management operation of that policy; and,
Signatories should have and publicly disclose a How conflicts will be managed.
conflicts-of-interest policy that details their
procedures for addressing potential or actual Possible Conflicts for
conflicts-of-interest that may arise in Consideration
connection with the provision of services.
Signatories should consider how the
Guidance following non-exhaustive list of
potential conflicts may materially
Introduction impact their operations and how these
potential conflicts may be addressed:
The possibility for conflicts-of-interest
can arise in all businesses. While A signatory’s ownership or
conflicts cannot always be eliminated, shareholder base/structure,
they can be managed and mitigated. such as when a signatory is
owned by an investor that owns
The overriding objective of this
shares in companies under
principle is to ensure, as far as
coverage or when the investor
reasonably possible, that research and
is owned by an issuer under
business conduct are independent, fair,
coverage;
clear, not misleading and free from
possible bias or undue influence. A signatory’s employee
activities, such as board
With this in mind, signatories should
memberships, stock ownership,
make full and timely disclosure of
etc.;
potential conflicts that could
reasonably be expected to impair their Investor-client influence on the
independence or interfere with their signatories, such as when an
duty to clients. investor who is a client of the
service provider is a
Conflicts-of-Interest Policy shareholder proponent or is a
dissident shareholder in a proxy
Signatories should have and disclose a
contest;
conflicts-of-interest policy that
explains: Issuer-client influence on the
signatories, such as when
The existence of potential
signatories provide consulting
material conflicts;
services to companies under
How and when potential coverage for research; and,
material conflicts will be
Influence of other investor
disclosed to clients (for example
clients.
on a website, contained within
research reports, email
bulletins, etc.);
16 Best Practice Principles for Shareholder Voting Research & AnalysisConflict Management &
Mitigation
Conflict management and mitigation
procedures should include one or more
of the following approaches:
Transparent policies and
procedures
Code of ethics
Division of labour
Employee recusal
Fire walls/IT systems and
controls
Information barriers and
ring-fencing
Independent oversight
committees
Physical employee separation
Separate reporting streams
Conflict Disclosure
If a signatory becomes aware of a
material conflict of interest that cannot
be effectively managed, the signatory
should:
Disclose the conflict to the
relevant client(s) without undue
delay before or at the same
time the service is delivered,
subject to contractual
arrangements; and,
Manage the conflict as further
detailed in the signatory’s
conflicts-of-interest policy.
17Principle Three: The circumstances under which
such dialogue could occur;
Communications Policy
How signatories verify the
Signatories should have and publicly information used in their
disclose their policy (or policies) for analysis;
communication with issuers,
shareholder proponents, other Whether and how issuers are
stakeholders, media and the public. provided with a mechanism to
review research reports or data
Guidance used to develop research
reports prior to publication to
clients;
Introduction
Procedures for avoiding receipt
Signatories should explain their
of privileged, non-public
approach to communication with
information and, in cases where
issuers, shareholder proponents, other such information is received,
stakeholders, media and the public. procedures for managing such
It is for signatories to choose whether information;
or not to engage in dialogue and in
If/how signatories
what format.
communicate during the voting
If signatories choose to have such a
period (defined as the period
dialogue, it is up to them to determine
from release of the agenda until
the objectives, timing, frequency and
the general meeting);
format of this dialogue.
What steps are taken to protect
Comments and statements in the press
signatories and their employees
or public forums may have a significant
from undue pressure or
impact and, as such, should be
retaliatory actions arising from
properly managed.
the delivery of service
Dialogue with Issuers, Dialogue with Media & the
Shareholder Proponents & Public
Other Stakeholders Signatories reserve the right to
Signatories should have a policy (or respond to general media enquiries
policies) for dialogue with issuers, about the nature of their services and
shareholder proponents, other about the companies or issues they
stakeholders and their advisors. cover. However, signatories should
have and disclose a policy (or policies)
To the extent dialogue has taken place, for communication with the media and
signatories should communicate to the public. This policy should include,
clients in their research reports the at minimum, the following
nature of the dialogue, which may also considerations:
include informing clients of the
outcome of that dialogue. Which of the signatory’s
employees are permitted to
The policy should cover issues make comments to the media;
including, but not limited to: and,
18 Best Practice Principles for Shareholder Voting Research & Analysis The signatory’s policy toward
the publication of public
recommendations (if made) on
any particular resolution prior
to the publication of their
reports to clients. Exceptions to
this policy should be explained.
It should be noted that signatories
cannot be held responsible for the
unauthorised use or re-use of their
materials.
At all times, signatories should observe
applicable laws or regulations
regarding libel, slander, market abuse,
insider trading, distribution of material
non-public information, etc.
19Appendix I:
Charter Signatories
The BPPG and Charter Signatories of
the Best Practice Principles for
Shareholder Voting Research &
Analysis Providers are:
Glass, Lewis & Co.
Institutional
Shareholder
Services Inc.
IVOX GmbH
Manifest
Information
Services Ltd
PIRC Ltd
Proxinvest
20 Best Practice Principles for Shareholder Voting Research & Analysis© Copyright 2014
The Best Practice Principles Group
Under the Chairmanship of Dr. Zetzsche
Web: www.bppgrp.info
Email: committee@bppgrp.info
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