CSA Corporate Governance Forum
description
Transcript of CSA Corporate Governance Forum
CSA Corporate Governance Forum
SANDRA BIGGS, STATE MANAGER - SACOMPUTERSHARE INVESTOR SERVICES
Shareholders still prefer to make contact via web channels
Almost one quarter of shareholders receive their investor communications electronically
The percentage of self-service transactions has increased in 2013, after plateauing since 2010
Most shareholders do not receive an Annual Report
Almost one quarter of shareholders participate in a Dividend Reinvestment Plan
Volume of off-market transfers has continued to decline since charging was introduced in 2011
Very small numbers are turning up to meetings and attendance is dropping by around 10% pa
8
Voting participation continues to increase for the larger companies but continues to trend down generally
9
Voting participation tends to be marginally higher for companies who use a direct voting model
10
Most votes are submitted in the last few days before proxy close, but voting reminders prove useful
11
Over-voting continues to cause headaches for issuers
› 187 cases of over-voting in 2012, impacting 117 issuers
› Over-voting represented more than 20% of the issued capital voted for 4 companies.
› One issuer saw over-voting make up 56.8% of its issued capital voted or 31.7% of its total issued capital.
› 98.9% of over-vote cases were lodged via paper proxy forms
› Chasing over-votes is time consuming and time critical
› Issue is being made worse through the pooling of investors into one account on the register
12
More securityholders are swapping paper for convenience
13
Proportion of voting securityholders who voted online
Mobile device voting proves to be popular and effective
14
Proportion of voting holders who used the mobile device module of InvestorVote vs. the desktop version of this web service (2012 pilot group companies)
Institutional investors show strong support for Intermediary Online – their dedicated web service
15
Using voting handsets at meetings maximises attendee experience
“We’ve now used the handset voting system at the ANZ AGM since 2006. It’s easy for the shareholder, and enables the votes cast electronically at the meeting to be tallied and displayed instantly at the meeting – this is a significant improvement compared with using voting cards and has most certainly enhanced the AGM ‘experience’ for those in attendance.”
JOHN PRIESTLEY – ANZ COMPANY SECRETARY
16
Fewer companies received a first strike in 2012 than in the previous year
17
Data source: 2012 AGM results (all companies), Financial Review Business Intelligence, January 2013
25 companies received a second strike in 2012
18
The practical application of the two strikes legislation puzzles many
19
Four key recommendations to CAMAC from Computershare’s submission
› To support market transparency, institutions and nominees should be encouraged to use designated accounts rather than pooled accounts.
› Regulatory change that allows companies to require securityholders to opt in to receive physical proxy material and Notices of Meeting.
› We do not recommend moving the record date as it will introduce concerns about people voting who are no longer securityholders by the time the meeting takes place.
› Allow ‘hybrid’ meetings – a combination of the physical and online AGM. But it should be the company’s choice.
When they are offered in other regions, virtual meetings prove to be increasingly popular
What is happening around the globe
Canada • TSX - Stricter voting on election of directors to improve corporate
governance principals, all directors elected annually• Notice and Access
India• Legislation only now just allows despatch AGM docs by email• Compulsory for top 500 listed companies to record an email
address, where provided, for the distribution of electronic AGM docs
China & Hong Kong• An increase of more than 44% in shareholder attendance from
20011 attributed to renewed interest by investors• Number of shares voted has declined over the same period
What is happening around the globe
United Kingdom • Issued capital voted has risen by 2.6% since 2010 in FTSE 350• 5% increase in FTSE100 companies experiencing a high degree of
opposition to remuneration resolutions• UK is considering additional legislation in the future to give
shareholders more say over remuneration policies
Ireland• Increased participation in meetings during 2012, voting in greater
numbers and noticeably more verbally challenging of Boards at AGMs.
• Increase in the use of proxy solicitation services
The growing influence of social media is driving global compliance changes
United States• SEC has recently ruled to allow companies to use social media to
make IR announcements as long as people are aware the company will use those platforms
• Closely on the heels of Netflix CEO who faced possible SEC action after disclosing monthly view figures via his personal Facebook account without the company making a public announcement
South Africa• Recently ruled that legal papers can be served by Facebook