New regulations (effective June 10th) in the UK implementing a provision of the EU Shareholder Rights Directive II that promotes proxy advisor transparency and accountability require proxy advisors (i) registered or headquartered in the UK, (ii) providing proxy advisor services through an UK-located establishment, or (iii) providing services to investors of UK-headquartered or listed or Gibraltar or EEA State-headquartered companies, to:
- Disclose reference to a governing code of conduct; report on how they have applied it; and - if they depart from that governing code, explain why and indicate any alternative measures adopted. If they don't have an applicable code of conduct, they must explain why.
- Disclose information on their research capabilities and how they prepare their advice and voting recommendations (e.g., models, methodologies, information sources, and resources) - including whether they take into account company-specific conditions and if and how they engage with the companies that are the subject of their reports/recommendations
- Identify and disclose any actual or potential conflicts of interests or business relationships that may influence their research
The Explanatory Memorandum summarizes the basis and aims for the new scheme, which are generally consistent with considerations and concerns frequently expressed in the US:
One of the aims of SRD II is to improve the stewardship of EEA based corporations. Through voting responsibly on important decisions related to the governance or strategy of the companies in which they invest, institutional investors have an important role to play in robust stewardship. Proxy advisors primarily offer voting services/ advice to shareholders in publicly listed companies, and therefore can have a considerable impact on how their clients exercise their voting rights. Article 3j of SRD II, which this instrument transposes into UK law, responds to concerns that there is a lack of transparency in the way in which proxy advisors carry out their work, which could lead to institutional investors purchasing poor quality, inaccurate or unreliable advice, undermining their ability to fulfil their stewardship role effectively.
See this Main Street Coalition post. This post first appeared in the weekly Society Alert!