Instances of Significant Opposition at FTSE 350 AGMs Rise Year-on-Year
- Investors in FTSE 350 Companies Remain Most Likely to Dissent over Remuneration, an Issue which Drove over 43% of Significant Votes against Companies
- FTSE 250 Companies Were Again More Likely to Experience Significant Opposition FTSE 100 Counterparts
- The majority of the UK’s largest investors have become more active when voting on remuneration, with M&smp;G, Aviva and LGIM opposing at least a quarter of remuneration reports in H1 2020
- There remains a clear correlation between proxy advisor recommendations and the most contested resolutions
DUBLIN, 2 September 2020 – There was no COVID-19-related reprieve for FTSE 350 companies as investors continued to use the ballot box to hold Boards to account during the 2020 annual general meeting (“AGM”) season, according to a new white paper, AGM Season 2020 Review & Highlights from FTI Consulting, Inc. (NYSE: FCN) and Proxy Insight.
The research covering FTSE 350 companies indicates that, in the period from 1 January to 30 June 2020, institutional shareholders continued to heavily scrutinise corporate governance at companies in which they invest. That, in combination with ramped up governance resources at large institutions, has led to continued growth in instances of opposition.
While average support levels have remained broadly stable over the past five years, the percentage of resolutions and companies facing significant opposition (i.e. at least 20% against) has increased. Under the current Investment Association guidelines, this places an increased burden on companies in terms of post-AGM response to shareholders and subsequent engagement. The paper also indicates that, in certain instances, despite repeated opposition to resolutions over successive years, companies are either not engaging in meaningful discussion or making any material changes despite repeated investor opposition.
The research finds that a wider range of issues is driving dissent with clear implications for corporate reporting and engagement with shareholders and proxy advisors. Proxy advisor recommendations also continue to exhibit significant influence. Of the 20 resolutions that faced the most opposition over the past five years, ISS recommended opposition to 18 of them, while Glass Lewis recommended opposition to 14.
Peter Reilly, Senior Director, Corporate Governance within the Strategic Communications segment at FTI Consulting, said: “Against a backdrop of uncertainty in the markets and the wider economy, investor opposition on key governance issues, and particularly remuneration, remained a constant at FTSE 350 companies during the first half of 2020. Indeed, the data aligns with anecdotal evidence that investors view governance as even more important in turbulent times, as it acts as a layer of protection against evolving crises.
“Remuneration remains the issue which draws greatest scrutiny while the level of nuance to Director voting has grown, as oversight of ESG rises up investors’ agendas,” Mr. Reilly added. “While there will always be disagreements between companies and their investors, the growing instances of significant opposition points to an increase in the gap between company actions and shareholder expectations, some of which could be alleviated by stronger reporting and more effective engagement. In light of the difficulties facing many companies and the impact on their stakeholders, the level of flexibility afforded to Boards and Remuneration Committees may shrink even further for the 2021 season.”
About Proxy Insight
Proxy Insight is the world’s leading source of information on global shareholder voting. The company was founded by investor relations and data business specialists Nick Dawson and Nick Arnott. While Proxy Insight is currently based in the UK and US, its operations are truly global in scope with clients spanning five continents. These clients are not only large investment managers, but also include small advisory firms, compensation consultants, bulge bracket investment banks and academic institutions.
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Source: FTI Consulting, Inc.