Over one fifth of FTSE companies listed on public register

Tuesday 19 December

The Investment Association, the trade body whose members own over one third of UK listed companies and manage the pensions of millions of UK households, has today launched the world’s first ever Public Register of listed companies which have had significant shareholder rebellions.

The Public Register includes FTSE All-Share companies which have received votes of 20% or more against any resolution or withdrew a resolution prior to their Annual General Meeting (AGM) in 2017. By publishing this information for the first time in one central location, the Register aims to increase transparency, accountability and scrutiny of listed companies by shareholders, media and the wider public.

A key purpose of the Public Register is to focus attention on how these companies respond to the concerns of their investors. It will highlight the public statements made by the companies on the Register, on how they have addressed shareholders’ concerns. Almost one third (31%) of companies named on the register have provided a public response explaining how they are addressing their shareholders’ concerns.

Analysis of the data published today reveals that:

• From the AGMs and General Meetings (GM) held in 2017 by more than 640 FTSE All-Share companies, over one in five (22%) companies listed on the FTSE All Share feature on the Public Register, due to having at least one resolution that received over 20% dissent or was withdrawn.
• Pay-related issues top the list of shareholder concerns, with almost four out of ten (38%) resolutions listed on the Register being due to high votes against pay-related resolutions, such as shareholders voting against companies’ annual remuneration reports, remuneration policy or other remuneration related resolutions.
• The second most frequent resolutions are the re-election of company directors with one in three (32%) of resolutions listed on the Register, due to a high vote against the re-election of a company director in 2017.

Chris Cummings, CEO of the Investment Association, said:

“UK-based Investment Managers own over one third of the FTSE, which means they hold the businesses they invest in, the UK Plcs, to account. Today is another significant step in bringing to life the important role our members play, as we launch the world’s first ever Public Register of shareholder votes.

“The data gathered for the Public Register reveals the true scale of investor concern and shows shareholders flexing their muscles by exercising their votes. With over one fifth of the FTSE All-Share having faced large shareholder opposition in 2017, a significant number of companies need to seriously start listening to shareholder views and acting on them. Bringing all this information into one place and giving companies the chance to explain how they are responding to the high vote against, will be invaluable in helping our members put savers’ money to work in the UK’s best run companies.

“The Register will be helpful to all listed firms as it highlights the issues investors care most about. It’s also good to see that one third of companies on the Public Register have responded, by publishing a statement on how they are addressing their shareholders’ concerns. We hope more will follow as these statements matter: many of our members have already indicated they are watching how companies on the Register respond as they start to shape their voting decisions for the 2018 AGM season.”

Business Secretary Greg Clark said:

“One of Britain’s biggest assets in competing in the global economy is our reputation for being a dependable and confident place in which to do business. Our legal system, our framework of company law and our standards of corporate governance have long been admired around the world.

“Most companies are proactive and thoughtful in implementing responsible business practices but there are a minority of firms that threaten the world leading reputation of our business community.

“It is right that we review and refresh our standards to ensure we continue to have the highest reputation. This world-first public register, does exactly that, shining a spotlight on how companies respond to shareholders’ concerns over important decisions, including executive pay packages.

“This will help to strengthen transparency and corporate accountability and build on our reputation as a world-leading business environment – a key foundation of our Industrial Strategy.”

Notes to editors:

* Figures are based on AGM and GM meetings from 1 January to 15 December 2017
https://www.theinvestmentassociation.org/publicregister.html

https://www.theinvestmentassociation.org/publicregister/methodology.html

- In the Government’s response to the consultation on corporate governance reform¹, in August this year, the IA was asked to establish and maintain a Public Register of FTSE All-Share companies² which have received more than 20% votes against any resolution, at an AGM or GM. The Public Register will also include any resolutions which were withdrawn by a company prior to the meeting. The main aim of the Register is to focus attention on those companies which have received a significant vote against, and to track whether and how they are responding to shareholder concerns. A link to the companies’ response is included alongside their voting data as part of the Public Register.

- The Public Register includes all resolutions which have been withdrawn. Companies may withdraw a resolution for a variety of reasons including to stem shareholder concern, to more practical circumstances such as the retirement of an executive director.

- The Public Register will be updated on an ongoing basis throughout the year. It will include a description of the resolution, the result of the shareholder vote, a link to the AGM results announcement (including any statement the company has made under E.2.2 of the UK Corporate Governance Code³) and a link to any further statement the company has made on the actions they have taken since the vote.

For more information contact:

Michelle MacMillan
Interim Head of Media Relations
[email protected]
T +44 (0)20 7269 4696
M +44 (0)77 1899 8645

About The Investment Association:

• The IA champions UK asset management, supporting British savers, investors and businesses. Our 250 members manage £6.9 trillion of assets and employ 93,500 people across the UK
• Our mission is to make investment better. Better for clients, so they achieve their financial goals. Better for companies, so they get the capital they need to grow. And better for the economy, so everyone prospers.
• Our purpose is to ensure investment managers are in the best possible position to:
  • Build people’s resilience to financial adversity
  • Help people achieve their financial aspirations
  • Enable people to maintain a decent standard of living as they grow older
  • Contribute to economic growth through the efficient allocation of capital
• The money our members manage is in a wide variety of investment vehicles including authorised investment funds, pension funds and stocks and shares ISAs.
• The UK is the second largest investment management centre in the world, after the US and manages 37% of all assets managed in Europe.

1 Department for Business, Energy & Industrial Strategy, Corporate Governance Reform: the Government response to the green paper consultation (August 2017): https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/640631/corporate-governance-reform-government-response.pdf

2 London Stock Exchange, List of FTSE All Share companies: http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/indices/summary/summary-indices-constituents.html?index=ASX

3 Financial Reporting Council, UK Corporate Governance Code (April 2016): https://www.frc.org.uk/getattachment/ca7e94c4-b9a9-49e2-a824-ad76a322873c/UK-Corporate-Governance-Code-April-2016.pdf