Corporate

Earlier this month, the Institutional Shareholder Services (ISS) published its first standalone UK and Ireland Proxy Voting Guidelines: 2015 Benchmark Policy Recommendations. The guidelines are relevant to listed companies.

The aim of the ISS guidelines

The underlying principle is that the shareholders are the owners of listed companies, and therefore the guidelines are designed so that they enhance the shareholders’ long term economic interests.

The guidelines are developed from the National Association of Pension Funds’ (NAPF) Corporate Governance Policy and Voting Guidelines 2014/2015. They also incorporate good practice standards operative in the UK and update the overall approach of the ISS.

When do they apply and to whom?

The guidelines apply to general meetings held on or after 1 February 2015 and relate to all UK and Irish listed companies. They are also relevant to additional companies in other territories including the Isle of Man, Guernsey and those companies which are either located in the UK or Ireland or on the Channel Islands Securities Exchange.

The changes

The guidelines are set out in the following five core areas:

  1. Operations items;
  2. Board of directors;
  3. Remuneration;
  4. Capital structure; and
  5. Other items.

These guidelines are not substantially different to those previously issued by NAPF and do not envisage a substantially different approach during the 2015 AGM season. Where there are differences in approach from the NAPF guidelines, the ISS demonstrate their new advice in relation to each of these five areas. These areas are then supplemented with further recommendations made specifically for smaller companies and investment companies.

If you would like to read more about these guidelines please follow this link.

Fiona Beal

Practice Development Lawyer at Brodies LLP
Fiona is a practice development lawyer in Brodies' corporate team. She provides support and knowledge management services in the field of company and corporate law including management of the department styles and know-how bank
Fiona Beal