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2021 Proxy Governance Update Preparing for the AGM Season

As we reflect on an eventful 2020, we look forward to another extraordinary year and prepare for a lively 2021 AGM Season. With COVID-19 considerations being a continued feature, we draw upon many lessons and experiences gained.

Notable Highlights:

  • A busy 2020 – Boudicca was mandated on 120 cases involving AGMs, M&A, shareholder activism and corporate actions over the last 12 months.
  • The next Women’s Company Secretary (WoCoS) will shortly be announced! Following the highly engaging inaugural virtual event in September 2020, the next WoCoS event, to be held in early March 2021, will once again be virtual. A recording of the D&I, M&A and activism-themed event from September can be found here.

Many thanks again to:

  • Fiona Hathorn of Women on Boards, Professor Stephen Davis, Harvard Business School, Corporate Governance, and Kathy Cong of Prism Cosec for their enlightening insights on the steps that companies and investors must take to progress D&I, and the important role that company secretaries have in the process.
  • Jonathan Spitzer of CTFN, Patrick Sarch and Tom Matthews of White & Case for their analysis of the M&A and shareholder activism landscape in the fall-out of the pandemic.

 

  • Enhanced Corporate Governance Team leadership – We are pleased to introduce Boudicca’s new Heads of Corporate Governance, Anne-Marie Clarke and Olayinka Agbede. Under Anne-Marie’s and Olayinka’s stewardship, our corporate governance team has been helping many clients successfully overcome engagement and communications challenges with shareholders and proxy advisers, such as ISS, Glass Lewis, the Investment Association and PIRC.
  • Anne-Marie Clarke, Head of Corporate Governance (Chartered ACG)

Anne-Marie is an experienced Company Secretary and Chartered Governance Professional who joined Boudicca to continue her aspiration of inspiring, promoting and delivering the benefits of corporate governance. Having run a governance consultancy business for seven years she has experience in understanding clients’ needs, focussing on building strong, collaborative relationships to deliver effective corporate governance. Her clients ranged from small to large private companies, from AIM listed to FTSE 100 listed companies, each with differing corporate governance requirements. Prior to this Anne-Marie built a strong foundation in company secretarial work, spending over six years as Group Company Secretary of an international AIM listed company. Her commercial perspective has been built throughout her career, where she spent 16 years working as a qualified management accountant within three global food companies: Unilever, Sara Lee and Nestle. She is an advocate of the benefits of good governance, striving to influence and deliver change and inspiring others to do the same. Alongside her promotion of corporate governance is her desire to encourage and support the company secretarial profession. She proactively contributes to the profession through her recent roles as a core member of the ICSA Company Secretary as Changemaker Series, committee member on the Chartered Secretaries’ Professional Practice Group and as a mentor for the Association of Women Chartered Secretaries. Anne-Marie collected the ICSA 2011 Best Small Cap and AIM award for Transparency in Governance for her work on the Annual Report Corporate Governance reporting and was recognised in DMJ’s inaugural 2020 Governance Hot 100 as a Governance Trailblazer, which recognised the forward thinkers that raise the standards of corporate governance beyond what is expected.

  • Olayinka Agbede, Principal Corporate Governance Officer (Chartered ACG)

Olayinka is an experienced Company Secretary with an accomplished track record. She has over 16 years’ experience in the Corporate Governance Sector, during which she has provided support to higher management within a range of industries from Retail, Outsourcing and Professional services to financial services. Olayinka brings a wealth of knowledge and experience across all aspects of the Company Secretarial field. She is skilled in Board Management, Governance, Shareholder and Investor Relations and Team Management. Prior to joining Boudicca Proxy Consultants, Olayinka was Company Secretary at Pay.UK – a critical national infrastructure – having joined the Governance team to oversee the transition of the three previous Payment System operators into a singular entity. Olayinka graduated with a Law degree from London Metropolitan University and is an Associate member of The Governance Institute.

  • Read the Boudicca Corporate Governance Team’s 2021 AGM season preview – Below is a brief summary of some of the key points that we believe will areas of focus over the forthcoming proxy season. Please look out for our more fulsome 2021 AGM Season Forecast in the coming days.

 

Boudicca 2021 AGM Season Considerations – Preview

1.Annual Report and Accounts and 2021 Notice of Meeting – general matters

COVID reporting

  • We expect a sharpened focus on risk management. Consider the enhanced role of the Audit Committee and Board – this cannot be a ‘copy and paste’ from previous years.
  • Emerging risks: what are these as we continue through the pandemic and beyond?
  • What are the social aspects as we emerge from the pandemic.
  • Workforce engagement (see below): how does the workforce experience align to that of the directors?

ESG / non-financial reporting

  • The focus now is on Purpose and Engagement
  • There is a requirement to maintain a focus on Sustainability and the Stakeholder agenda (linked to section 172 reporting)
  • For the Board:
  • What did they do to manage the Company in line with their s172 duties?
  • Have they demonstrated good governance? If they didn’t have full attendance at board meetings, provide good explanation – separate out the scheduled meetings from additional ones. Any potential overboarding concerns need to be addressed given the increased demands on directors during 2020.
  • Climate change:
  • Disclosures – what, how and against what criteria?
  • There is a societal expectation to “build back better” after the pandemic
  • Unilever has made a public statement regarding putting its climate goals to an advisory shareholder vote in 2021

Novel approaches

  • Digital campaigns and cross channel trends.
  • These consider different users of information to maximise reach and effectiveness
  • Some examples are BT plc, Cairn Energy, Coats.

 

2. Diversity & Inclusion / Black Lives Matter:

Board succession planning: in delivering D&I consider

  • What is the diversity and inclusion policy and how has it been applied?
  • What is the role of the Nominations Committee in delivering D&I at Board and Senior Executive level?
  • What role do recruitment consultants play in delivering the D&I requirements of the Company?

Hampton-Alexander target of 33% at Board and Exec level by 2020:

  • Have there been changes in meeting these targets during the year (positive or negative)?
  • What are you plans to meet the targets?

Parker Review target:

  • CBI (Confederation of British Industry) call for at least 1 black, Asian or minority ethnic (BAME) on FTSE 100 boards by end 2021.
  • Be aware of what the major shareholders are saying publicly eg L&G – one non-white director by 2022.

 

3. Workforce Engagement

UK Corporate Governance Code options and alternatives

  • Describe how the Board decided which option to choose.
  • Provide narration on the governance around this eg consider a letter in the ARA from the Designated NED.

Section 172

  • Provide narration on s172 duties and examples of how the Board has considered the workforce in decision making.

Remuneration

  • How has the Remuneration Committee considered workforce views when setting executive remuneration?
  • Provide narration around the 2020 pandemic impacts on the workforce and how this aligns to the executive/director experience eg any disconnects on salary or variable pay awards for execs versus redundancies/furlough/reduced remuneration for the workforce.

 

4. Proxy Advisers

  • Continued prominent influencers throughout 2021 – ISS, Glass Lewis, Investment Association, PIRC
  • With investors’ concern over the security of their investment and returns at an all-time high, interest in engagement with Proxy Advisers will continue to be high amongst issuing companies.
  • Beyond the perennial favourites of remuneration and director election, financial matters, such as dividend returns, share price movements, activism threats and opportunities will be areas of interest.
  • We expect Proxy Advisers to continue with their chosen approach to engagement. Given strict internal deadlines to their clients, we advise companies to be prepared to respond in a timely and effective manner to any draft reports sent to the Company. Identifying any potential risks and being prepared for this is key. It is recommended to reach out to offer engagement ahead of, and at the time of, publication of a company’s Notice of Meeting and Annual Report.

 

5. Tips for 2021 proxy solicitation

  • Tell a good coherent story aligned to Purpose and Values and how the Company has considered stakeholders in decision making, providing examples
  • Consider the funds flow to various stakeholders: eg exec remuneration, dividend, government funding – how has the Board considered and determined the appropriate funds flows to the various stakeholders – short, medium and long term.
  • Remuneration Report and Policy will be key and the link to the workforce experience. Engage with your shareholders to understand their views and gain support ahead of putting a new Policy to shareholders for approval. What is the new ‘norm’? What factors needs to be considered?
  • Keep abreast of investor policy changes/sentiment
  • Have an external party review the Annual Report and Accounts – does it tell investors what they need to know in terms of viability, risks, how the Company is approaching societal matters such as climate change, diversity and inclusion?
  • Responsible investment is growing