73756EQB Boudicca Proxy Governance Update 900X330

2021 August Proxy Governance Update

26 August 2021
Anne Marie Clarke Anne-Marie Clarke Head of Corporate Governance - Boudicca Proxy Consultants


2021 has, so far, proved to be another busy year, with shareholders making their voices heard, whether it be on remuneration decisions made by companies in the wake of COVID-19, their requirement for increased diversity at Board level, or through votes on recommended and hostile takeovers.

Our 2021 Mid-season review, released in July, focussed in on the main issues for 2021 so far and, in this update, we take time to reflect on corporate governance: what this means for the Boudicca team and what drives us to support wider society in improving corporate governance.

To access the Governance Update Series, please visit: https://boudiccaproxy.com/

In This Edition:

Notable Highlights:

  • Thought for August
    As Forrest Gump said “My Momma always said life was like a box of chocolates. You never know what you’re gonna get”. What chocolate did you get for your 2021 AGM?
  • Read the Boudicca Corporate Governance Team’s update “Summer break, or time to prepare for what’s next?”
    Please read our August Proxy Governance update. Sit back, have a drink and take a few minutes to read how we see our role in supporting corporate governance developments.

Dates for your diary:

  • Women’s Company Secretary Circle (WoCoS), 14 September 2021
    Please join us and our Special Guests as we consider the important role of company secretaries and what makes a good performing Board. We will discuss current developments and consultations on corporate governance before finally celebrating the talent of the Company Secretarial community. If you would like to attend the event, please sign up here.

If you would like to receive our regular updates directly into your inbox, please email: info@boudiccaproxy.com.

Summer break, or time to prepare for what’s next?

What does corporate governance mean to you? Is it the sole reason for your role? Do you embrace the continual development of corporate governance or find it hard to keep up to date and translate this into workable frameworks and processes for your organisation?

In this update, we consider our role in supporting corporate governance and close with looking at a specific case study to highlight the, sometimes, complex way in which companies are run.

Key Questions

As we considered the topic of corporate governance, we reflected on some key questions.

  1. At what point do clients ask for advice on corporate governance?
  2. What hot topics are on the minds of organisations?
  3. What are our top tips for being on the front foot with good corporate governance?

Conclusion

Our in-depth synopsis can be found below. Here, we would like to share with you our conclusions and discuss potential next steps.

  1. Clients approach Boudicca at any point along a company’s timeline of maturation. These could be issuers or shareholders, and not only when they are seeking to maximise passing of shareholder resolutions.
  2. Executive remuneration, Board diversity and climate change continue to build momentum as the hot governance topics we recommend need to be on the Board agenda.
  3. Being on the front foot needs Board level buy-in, planning and external advice to challenge the status quo.

As we reflect on our update, we would like to end on a final thought. Aligning management and shareholder perspectives requires engagement, listening and understanding from both parties and the use of all the tools available, sometimes thinking outside the box and challenging the status quo.

If you need support or would like to understand better how Boudicca provides support on corporate governance, please contact our corporate governance advisory team on the details below.

At what point do clients ask for advice on corporate governance?

Our clients can request our support at any time in their company’s timeline of maturation.  Many times, this builds toward a conclusive shareholder voting event, but sometimes not. A few examples are below, with a non-exhaustive list of the ways in which Boudicca support:

Issuers:

  • Recently listed on a stock market or moved their listing. Companies request support in developing corporate governance practices and reporting this in the Annual Report. We support companies in their engagement with their shareholders and proxy advisory agencies by crafting and deploying corporate governance roadshows.
  • Considering moving to a different jurisdiction. We analyse corporate governance practices against the jurisdiction’s specific governance requirements and advise clients on requirements and action plans.
  • Moving to a premium listing in the UK. We analyse corporate governance practices against the UK Corporate Governance Code, construct action plans and assist with disclosure.
  • Undertaking an acquisition or divestment. We assess how shareholders will perceive the corporate governance around a transaction.
  • Received a requisition notice for a General Meeting. We provide analysis and research on the requisitioner and support with disclosures for the Board recommendations.
  • Preparing for the Annual General Meeting and maximising shareholder support. We provide corporate governance advice and support to support Board decision making and to maximise the effectiveness of disclosures in the Annual Report. For the AGM, we advise on investor expectations and market practice on the resolutions proposed, assessing potential risks to the passing of the resolutions and developing mitigation strategies.

Shareholders:

  • Dissatisfied with the performance of an investment, they consider an activist campaign. We assess the target’s corporate governance practices and identify weaknesses. We provide support and advice on actions to be taken by the dissatisfied shareholder.

Potential shareholders:

  • Preparing for an investment, they look for support and an understanding of how current corporate governance practices operate. We assess the target’s corporate governance practices and project the likelihood of shareholder and proxy advisory agency support for the transaction (if this is a proposed takeover).

The common thread through all is the value in understanding the corporate governance practices and any risks posed by gaps or deficiencies. Having analysed the risks, Boudicca provides support with constructing action plans to improve corporate governance, drafts and reviews enhanced disclosures through the Annual Report and on company websites, and ultimately works with companies and shareholders to generate a common understanding and improved engagement.

Sometimes, there is a specific corporate governance topic of interest, and here we provide briefing papers on regulatory requirements, best practice and practical tips on how to implement. The views of shareholders and proxy advisory agencies are always an important facet when considering developments and actions to take.

What hot topics are on the minds of organisations?

Our 2021 Mid-season review highlighted the themes of Director time commitments, independence, gender diversity and Executive remuneration. Looking forwards to Q3 and Q4 2021 we expect continued downward pressure on executive remuneration quantum as well as continued pressure to improve the diversity of Board composition. We also commented on the expansion of climate change and stakeholder relationship reporting and the ever-growing focus on ESG (Environmental, Social, Governance).

So where can we all focus? ESG is such a wide topic. For the Boudicca team, we are advising clients to be aware of consultations, targets and reporting requirements in relation to climate and Board diversity, to name but two topics, and continue to advise our clients on changes to investor and proxy adviser policies in relation to these developing areas. Executive remuneration is a perennial advisory topic and we are finding ourselves being asked for our advice ahead of final decisions being made.

Diversity at Board level continues to be an area of focus. We saw the recent announcement that companies on NASDAQ will need to have at least two diverse directors, a binding requirement. In the UK the FCA wants boards to comprise at least 40% women, with a woman occupying at least one senior board position. This is a positive move, ensuring Company’s move beyond the “one and done” approach. Additionally, the FCA wants one board member to come from a non-white ethnic minority background, and here we are seeing the momentum continuing to build from the Parker Review. Our article in June provided our analysis on this area and reminded us of the importance of the UK instigating specific reviews to focus on these important topics to deliver change.

Another topic gaining prominence in the UK has been workforce engagement.  We have provided advice and research on the different approaches taken, and advice on how to implement a well governed workforce engagement programme, through support and advice to the company secretariat, HR and Designated Non-Executive Director. We consider that the COVID-19 pandemic has brought this particular topic sharply into focus and look forward to reviewing how companies have developed this and reported on this during 2021.​

What are our top tips for being on the front foot with good corporate governance?

  1. Set out your objective on corporate governance and get Board level sponsorship and buy-in.
  2. Monitor developments and take part in consultations.
  3. Ensure the Board is updated with recommended action plans in good time.
  4. Seek external advice, from multiple sources, and find out what market practice and sentiment is.
  5. Implement what works for your organisation.
  6. Continue to challenge and review what you do.
  7. Benchmark yourself – look at what you do through the eyes of your stakeholders.

Case Study: When multiple worlds collide

For many people working in the field of corporate governance, life is clear – they know what law, regulation and governance code applies to their organisation, and the challenge can be in making it happen and keeping up to date. However, imagine the following scenario:

  • Company incorporated and domiciled in country A.
  • Company operates in different countries, with a large presence in country B.
  • Company lists its shares on two different stock exchanges, in country C and D.
  • Two proxy advisory agencies assess the Company according to different corporate governance codes, one of which is the main country of operation, B, and one is linked to the primary listing, C.

Result: four different corporate governance framework drivers with no over-riding commonly agreed driver by external stakeholders.

The Boudicca team were engaged to support one such client’s corporate governance development programme, aimed at maximising shareholder engagement, understanding and support as it continued with developing corporate governance to support delivery of its strategy. For 2021, this culminated with an aim of achieving maximum support for its AGM resolutions.

So where to start?

Phase 1 – Specialist Corporate Governance Advice and Support

We analysed current corporate governance practices and disclosures and produced a gap analysis against the codes applicable to the countries of listing (C and D), the policies of the proxy advisory agencies, the top 10 investor policies and other foreign private issuers listed in country C. We identified an action plan to deliver common best practice that would set the company up for success considering current and potential shareholders, covering short-term actions and longer-term actions. Having presented our findings to members of the Board, we undertook an exercise in supporting and advising internal personnel on how to implement the corporate governance actions. Additionally, we assisted with engaging with the two main proxy advisory agencies, to develop an enhanced understanding of the Company and its governance practices.

Phase 2 – Specialist Corporate Governance Advice and AGM Support

The Corporate Governance advisory team drafted and advised on new and enhanced disclosures both in the Annual Report, Company website and Notice of AGM and reviewed documents leading to the filing of forms as a listing requirement in country C. Once published, we supported in reviewing and responding to the proxy advisory recommendations for the 2021 AGM, this resulted in the two proxy advisory agencies amending their original recommendations to the optimal recommendations obtainable under their policies.

As an integrated Boudicca team, we undertook a shareholder engagement campaign following posting of the Notice of AGM, with the aim of delivering maximised shareholder support for the passing of the AGM resolutions.

The result? The Company obtained successful passing of its resolutions at its AGM, has developed its relationship with the proxy advisory agencies, and has developed enhanced disclosures and an action plan for future areas of corporate governance development.

As we conclude this update, we reflect on what corporate governance advisory means to us here at Boudicca. Our aim is to support all stakeholders through enhancing corporate governance practices and disclosures and continually raising the bar on best practice through acute understanding, continuous research and horizon scanning to stay abreast of change. We believe that corporate governance is not just for the AGM, but rather a journey for any organisation to deliver long-term sustainable success.

Anne-Marie Clarke, ACG (she/her)

Head of Corporate Governance 
D: +44 (0) 203 048 1199
E: Anne-Marie.Clarke@boudiccaproxy.com
W: BoudiccaProxy.com

Olayinka Agbede, ACG

Principal Corporate Governance Officer
D: +44 (0) 203 048 1204; M: +44 (0) 780 7265 224
E: Olayinka.Agbede@boudiccaproxy.com
W: BoudiccaProxy.com

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