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Proxy Governance Update: Celebrating those tasked with Governance and Leadership

Celebrating and Preparing

We are delighted to share with you a summary of the key events that took place during March 2021 and a look forward to the 2021 AGM season. Here we cover:

  • Women’s Company Secretary Circle (WoCoS)
  • 2021 AGM Season Forecast

 

Women’s Company Secretary Circle (WoCoS)

Purpose

‘To promote an inspiring network and support system for female company secretaries and corporate governance professionals. The Circle encourages open discussion, debate and critical thinking of topical issues. It provides a safe environment for voicing opinions and ideas, towards enriching collective knowledge in the areas of stewardship and ESG. Whilst we celebrate women in governance, we are a diverse and inclusive network, and everyone is welcome’.

The March 2021 Event

“Ultimately it is about women helping women and people helping people and having fun at the same time.”

On Tuesday 9 March 2021, the Boudicca team opened up the virtual WoCoS circle event, overwhelmed and delighted by the interest shown by over 200 guests across 150 companies. We owe this all to our illustrious panel of speakers who had dedicated their time and shared their thoughts and insights covering the 2021 AGM season from the corporate and investor perspective.

As a reminder, and for those unable to attend, we share below some of the key highlights and soundbites from the evening.

 

Key Considerations for the 2021 AGM Season and Beyond

Sacha Sadan, Director of Investment Stewardship, Legal & General Investment Management

“Companies are inextricably linked to the societies in which they operate”

Sacha Sadan emphasised the vitality of the Company Secretary’s role and iterated that companies will be judged by what they did during the war, in terms of how they treated their employees, their suppliers and their customers, and who shared and who hoarded.

On Executive Remuneration, the crucial questions that will be asked are “what have you done for the rest of your staff?”. “Are you paying the living wage?”. “What about share ownership for lower paid staff who cannot afford to buy shares?”. These will all be key to determining how investors vote on remuneration matters. Sasha gave further insight into how companies could ensure that all ‘the tools in the toolkit’ of the company were utilised, to enable a demonstration and most importantly the provision of ‘proof points’ of the company’s willingness to challenge the status quo. Moving on to wider stakeholders interests key questions to be posed were on matters such as “Do people pay the right amount of tax” “What’s your tax transparency” “How many tax disputes do you have”

Bernadette O’Donoghue, Lead Analyst – UK & Ireland, Glass Lewis

“With virtual meetings we would expect to see companies providing more thoughtful solutions to safeguarding shareholders’ participation”

Bernadette O’Donoghue highlighted that Glass Lewis believed that board composition would be at the forefront of agendas in light of the Hampton Alexander targets. And given that companies have had plenty of time to ensure that at least 1/3 of the boards were women, she alerted the meeting to the fact that Glass Lewis would be recommending that shareholders hold the Nomination Committee Chair accountable in most instances.

On diversity, ethnic minorities were still chronically underrepresented at board level, so the expectation would be for FTSE350 companies to provide meaningful disclosure regarding their performance against the Parker review targets.

On pensions, Bernadette disclosed that many of Glass Lewis’s engagement conversations were still around the alignment with the wider workforce. And she reiterated that the expectation was still for the newly appointed executives to be aligned with the wider workforce. However, Glass Lewis will be expecting enhanced disclosure outlining the Committees commitment to reduce the contributions for incumbent executives.

In light of the pandemic, the widely held belief at Glass Lewis was still that Executive Remuneration should align with both shareholder and employee experiences. In the instances where the share price has failed to recover to pre pandemic levels, the expectation would be to see a reduction in the LTIP grant size, or else there would be assurances sought from the committee regarding the windfall gains.

Bernadette also referenced that fact that Glass Lewis expected companies to respond to legitimate stakeholder concerns around companies’ policies, practices and disclosures, and it was imperative that shareholders understood how the boards conducted its oversight of Environmental and Social risk and where accountability lies in the board.

Jonathan Haymon, Executive Director, Head of UK Research, Institutional Shareholder Services (ISS)

“The social licence to operate is coming under closer review”

Jonathan Haymon identified in his presentation the importance, this year, of directors demonstrating that they have properly reported against Section 172. Shareholder activism was noted to be on the rise, with a number of voluntary ‘say on climate’ votes being proposed.

He expressed that when ISS considered issues prior to the publication of their voting report, they principally sought visibility of how issuers had articulated their reporting against Section 172; the links and tracking through strategic reporting, sustainability reporting, right through to remuneration. He concluded by stating that being considered innovative in remuneration was to promote and incentivize the positive behaviours that stakeholders wanted to see.

Guy Jubb, Professor at the University of Edinburgh Business School, Vice Chair of the European Corporate Governance Institute and Co-Chair of ShareAction’s Working Group on the Future of AGMs

“AGM’s of the future will be the culmination of your boards, employee and stakeholder engagement programmes”

Guy Jubb provided an overview of what the Annual General Meetings of the future should be premised on. In his view, the AGM is the missing piece that brings all the actors who contribute to the Company’s long-term sustainable success – binging them together into the same forum and onto the same stage – in an ESG world of responsible capitalism. He challenged our thinking further with his admission of the fact that General Meetings of the future will be about having constructive and frank discussions about the past, present and future, but they will not be about voting. The annual shareholder vote will happen electronically, typically several weeks after the AGM itself.

 

Impactful Communications at a Time of COVID-19

Jenni Fulton, Managing Director, Emperor

“Ultimately, the pandemic has shone a light on businesses behaviour and the need to build back better”

“Communications that have a positive impact in a time of Covid are born out of purposeful engagement, authenticity, and consistency.”

Jenni Fulton informed the audience that the pandemic as expected had set the theme for the year. Furthermore, when it came to communications with stakeholders, participants were reminded that it was about how companies had looked after and engaged with employees, communities, customers and other key stakeholders in the midst of the pandemic that ensued. The main reporting challenge was mainly around how companies avoided duplication. It was reported that the stakeholder engagement table with a summary section 172 statement still remained a popular approach. She advised companies to consider including more information on the outcomes of the actions taken as result of engagement, along with examples of board decision making that had really taken stakeholder considerations into account.

Jenni stated that another area of focus this year was the Task Force on Climate-related Financial Disclosures (TCFD). Stakeholder engagement was vital in identifying and assessing climate related risks and opportunities. She warned that there were no shortcuts in developing authentic and impactful ESG communications. Good reporting came out of a good strategy. This meant having a robust strategy that really framed the Company’s ambition with focus areas and clear strategic priorities. The importance of the inclusion of proof points and KPIs to measure progress and demonstrate links to relevant disclosure frameworks was also emphasised.

In her concluding remarks, Jenni mentioned that as with any good strategy, there should be context and an understanding of the material issues which led back to the importance of stakeholder engagement. Impactful communications could be created through adopting a measured cross channel approach, with thought given to key matters such as the right home for content, which is a critical consideration to avoid the ongoing issue of the annual report size. Further guidance on utilising video, animation, social media campaigns with a view to providing exciting alternative routes to engage stakeholders in the journey to bringing narrative to life was also highlighted.

 

Building a Better Business World through Equality

Katie Litchfield, Founder & CEO, WeQual

“Follow your passion and the rest will fall into place”

There was an inordinate amount of positive feedback received in relation to Katie’s and WeQual’s work. For more information on WeQual please visit their website at https://www.wequal.com/ and contact Katie on LinkedIn https://www.linkedin.com/in/katielitchfield/

A special thanks to all our phenomenal speakers. You were inspiring, enlightening and insightful. Thank you so much and thank you to all the guests.

 

2021 AGM Season Forecast

The 2021 AGM Season Forecast has been published, focusing on key themes of AGM logistics, engagement, regulatory changes, environmental and social governance and executive compensation, concluding with seeing the development of the “integrated AGM”. Find out what is meant by this term and read the full article on the links below:

https://equiniti.com/uk/news-and-views/eq-views/2021-agm-season-forecast/?utm_source=LinkedIn&utm_medium=Organic_Social

https://equiniti.com/uk/services/eq-boardroom/preparing-for-your-agm/