Helping you through your corporate governance & proxy season challenges
19 March 2020
In these trying times, we, the Boudicca team, wished to write to you, our valued clients, to extend an extra hand (or elbow in this case!) of support. We hope that you are safe and well. If we can be of additional assistance to you, please do let us know.
At Boudicca, our staff’s health and safety are paramount to us. We therefore have taken all the recommended safety measures provided by the government and our parent company, Equiniti. We are pleased to inform of our ability to operate ‘business-as-usual’ with the majority of our staff now working from home using our proven and secure IT systems. In this way, we can fulfil our commitments and deliverables to you uninterrupted. Whilst we have suspended all face-to-face meetings, we continue to meet with clients via conference calls and Skype. So, in brief, you can continue to count on us.
We recognise that your corporate considerations will have grown exponentially and your workloads will probably have increased, whilst your resources / staffing levels may have been reduced. To help with navigating the current landscape, we will update you with insights, ideas and recommendations that may come in handy. We will also be available to discuss your questions and concerns via conference calls and webinars.
As a starter, we invite to you read the ‘six considerations for your AGM at a time of coronavirus’ prepared by Equiniti’s Head of Meetings, which may be found here.
Further to this, we have listed below additional important considerations that have arisen since the coronavirus outbreak, particularly when managing proxy advisers (e.g. ISS, Glass Lewis, IVIS and PIRC), tracking changes in shareholder base, communicating with shareholders and proxy voting practicalities. Over the coming days, we will elaborate on these issues to be able to assist you most meaningfully.
Proxy Voting Chain & Solicitation
- Reduced staffing and possibility of reduced ability to vote – staff within the custodians, nominees and Broadridge potentially not having sufficient resources to process manual instructions
- Automation of voting – increase in ‘auto following’ of proxy advisers, particularly ISS
- Investors not voting because they are in crisis mode – examples of this have already been seen within some smaller fund managers, particularly in Luxembourg
- Possibility of dissenting shareholders’ votes having more weight as a result of other shareholders not voting
- Staff availability
- Quality of output
- Service level agreements – deadlines for subscribers being met/failed
- Reports issued late – i.e. closer to the proxy voting deadline
- Responsiveness to engagement and considerations of company rebuttals reduced or completely eliminated
- Share price destruction impacts LTIPs and KPI/shareholder alignment – we are now expecting several shareholders to vote against Remuneration Reports as a result of this (LGIM already fed back concerns to us)
- Pre-emptive explanations needed
- More explanation required on precise impact of COVID-19 vs. standard market/industry factors
- Investors may consider COVID-19 as an ‘excuse’ not a reason
- Management of aftermath required – greater likelihood of <80% support and Investment Association responses
- Impact of COVID-19 on attendance of board members at meetings and AGMs
Communicating with Shareholders
- Topics to communicate – procedures for AGM attendance and proxy voting, postponements, etc.
- Best practice guidance for communicating your recommendations, instructions, changes in logistics, etc.
- What are your peers doing? What will get the best reaction?
- To RNS or not to RNS?
Annual Reports & Accounts (‘ARA’)
- Not releasing the ARA and/or not holding your AGM on time
- What is legal guidance?
- What are the consequences?
- What is the right thing for you?
- What are the proxy advisers’ and institutional investors’ views and policies around ARA and AGM postponements?
Shareholder Base Change
- Change in composition of shareholder base resulting from share price falls – possible reduction of institutional share ownership and increase of private client brokers and possibly activist hedge funds
- Tracking share movements and the ultimate share owners
- Impact of share movement on proxy voting – what to expect
- Identifying vulnerabilities now and in the short-term
- Prevention measures, minimising your vulnerabilities
- When will the activists likely strike? Striking now will likely be viewed as ‘immoral’, but we may expect to see an increase in activism in six to 12 months’ time as investors become frustrated with the level of crisis response by company boards
Corporate Actions & M&A
- Timing and market condition considerations
- Risks and opportunities
- Who is an M&A target?
We remain positive, action-focused and importantly, here for you. Should you wish to discuss any of the above or any questions you may have, please let me or your Boudicca contact know.