Before the start of the 2014 AGM season it’s time to review that infamous voting season – the so-called Shareholder Spring of 2012.
Although it made headlines due to the number of CEO casualties rather than the actual number of votes cast against management, it shed light on some of the bad corporate governance practices at companies worldwide, most notoriously the remuneration of executive board members.
Fast forward two years and corporate governance-related deeds and discussions are still in investors’ sights, although they seem to attract fewer headlines.
Leading the dialogue are still the composition and compensation of executive boards. But other issues – such as the independence of auditors – have also crept up the engagement agenda.
There have been plenty of voluntary actions since the introduction of the UK Stewardship Code in 2010, with the creation of a new Investor Forum open to both UK and international investors leading the way.
Increased regulation has shaped the corporate governance debate in many countries. The UK now has a binding vote on forward-looking remuneration policies, while Switzerland went even further through the introduction of its mandatory say-on-pay vote. From 2015, Swiss pension funds will have to vote on the amount of remuneration, not only for board members but also for executive management, at the AGMs of the Swiss companies they hold in their investment portfolios.
The waves of this sea-change have been felt and we may yet see a ripple effect from these moves in other countries.
Elsewhere, even the UN-backed Principles for Responsible Investment (PRI), which have been widely praised for moving the environmental, social and governance (ESG) debate and related actions forward, have contributed to institutional investors stepping up their governance engagement efforts.
Six large Danish pension funds left the organisation in mid-December over governance issues, a lack of transparency and democracy, and were followed by two other Danish funds a week later.
The PRI organisation has since reacted by announcing it plans to appoint an external independent adviser to help review its governance structure. It seems it is always the season for action on corporate governance.