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Special Report

Impact investing

Sections

Winter Group recommendations

q Companies should include a “coherent and descriptive” statement of their corporate governance practices in their annual report and accounts
q Companies should maintain a specific section of their website for publishing all information relevant for shareholders
q Companies should explicitly tell shareholders how they can ask questions of the company
q Companies should enable all shareholders to vote in absentia, either via electronic means or hard copy
q Companies should be permitted to allow shareholders to participate in general meetings via electronic means
q Shareholders’ rights should be regulated at EU level
q Institutional investors should disclose their investment policy
q Shareholders holding 5–10% of share capital to be able to order a “special investigation” into company
q Companies to have choice of one-tier or two-tier board structure
q Nomination and payment of directors and the audit of accounts to be decided by “exclusively” non-executive or supervisory directors
q Remuneration policy set out in accounts
q “Responsibility for the probity of financial statements should be attributed, as a matter of EU law, to all board members on a collective basis”
q Wrongful trading rule to be introduced
q Appropriate sanctions for misleading statements to be decided by member states
q Supervision of auditing to lie with non-executive directors
q Key input for corporate governance should “continue to come from the markets and their participants”

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