Risk reporting among new emphases in updated PLSA guidelines

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The Pensions and Lifetime Savings Association (PLSA) has updated its corporate governance and voting guidelines to emphasise the importance of corporate reporting on strategic risk and non-executive directors’ time commitments.

The new edition of the guidelines, released on Saturday, reflects recent work carried out by the association and its intention to “advance market best practices”, said Luke Hildyard, policy lead on stewardship and corporate governance.

The 2015-16 version does not introduce any new principles but differs from last year’s guidelines in the emphasis that has been placed on certain principles and the detail added, he told IPE.

He said there were additions in three main areas, addressing company and shareholder responsibilities.

One of the areas concerns corporate reporting, the focus of work carried out by the association earlier this year.

Following on from this, the PLSA revised the guidelines to emphasise that corporate reporting “should enable an investor to understand how the company is maximising the long-term value of the human capital it has at its disposal”.

The guidelines refer specifically to the “composition of the workforce” and “the sustainability of the employment model” as aspects that merit particular attention to allow shareholders to develop a more “holistic view” of the risks and opportunities facing a given company.

Companies are also called on to develop and refine their understanding and reporting of strategic risks continually.

The guidelines were amended to stress the importance of ensuring non-executive directors have sufficient time and energy to be able to discharge their role properly.

This is not a new concern for the association and its members, but the new edition of the guidelines includes a note calling on shareholders to be “mindful of concurrent directorships” and to take into account the nature of the director’s commitments.

It also gives specific examples of what could constitute a director’s being what Hildyard referred to as “overcommitted”, in which case a vote against the (re-)election of a director could be warranted.

The PLSA’s views on best practice surrounding the issuance of shares without pre-emption rights have also evolved, with the 2015-16 corporate governance and voting guidelines incorporating a new call for companies to give shareholders as much advance notice as possible if they intend to dis-apply pre-emption rights.

“Companies should clearly signal their intention to undertake a non-pre-emptive issue at the earliest opportunity and establish a meaningful dialogue with their shareholders,” the guidelines state.

“They should also keep shareholders informed of issues related to an application to disapply their pre-emption rights. Shareholders, in turn, should review the case made by a company on its merits and decide on each case individually using their usual investment criteria.”

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