Computershare Limited · ASX:CPU
Computershare — Pro Share Conference 2017
20 slides from Computershare's conference presentation, 2017
Slide 1: Review of the 2017 UK AGM Season
REVIEW OF THE 2017 UK AGM SEASON Summary of the proxy season, along with corporate governance developments
Slide 2: Your speakers
Your speakers… Daniele Vitale Corporate Governance Manager, Corporate Advisory Georgeson Cas Sydorowitz Chief Executive Officer, Corporate Advisory Georgeson 2
Slide 3: Introduction to Georgeson
Introduction to Georgeson Local knowledge and presence with global reach and infrastructure Founded in 1935 and 15 15 acquired by Full time employees in Computershare in Global offices in all London, with law, major financial 2001 investment banking and jurisdictions corporate governance backgrounds
Slide 4: Engaging with the four key stakeholders
Engaging with the four key stakeholders › Asset Managers › Pension funds › Sovereign Wealth Funds › Focus on Proxy Voting and › ISS Corporate Governance › Glass Lewis Analysis: › Non-voting › Local Proxy shareholders Advisors › Opposing Institutional Proxy shareholders at past Investors Advisors mee
Slide 5: The passive investor and their increasing clout
The passive investor and their increasing clout “We’re riding in a car we can’t get out of… governance is the seat belt and air bag.”* Glenn Booraem Investment Stewardship Officer Vanguard 5 *SOURCE: Meet the New Corporate Power Brokers: Passive Investors” published in Wall Street Journal (24 Octobe
Slide 6: Active Ownership vs. Shareholder Activism
Active Ownership vs. Shareholder Activism Active Ownership Shareholder Activism › Proxy voting and the exercise of › Submitting a shareholder resolution other formal shareholder rights › Calling an Extraordinary General › Engagement activities (interactions Meeting held by institutional investors wi
Slide 7: Institutional Investors – How Corporate Governance teams work
Institutional Investors – How Corporate Governance teams work Meetings Proposals Engagements 17,316 163,499 1,274 7
Slide 8: UK Statistics
Institutional Investors – How Corporate Governance teams work UK Statistics: Number of Number of % of meetings voted against % of proposals voted meetings proposals one or more management against management voted recommendations recommendation 411 6,049 22% 4% Level of Engagement Topics Discussed Nu
Slide 9: Average quorum of the FTSE 350 from 2013 to 2017
Average quorum of the FTSE 350 from 2013 to 2017 FTSE 250 FTSE 100 Average Average quorum quorum 73.3% 73.4%
Slide 10: Contested resolutions in the FTSE 100
Contested resolutions in the FTSE 100 54 companies saw at least one management-proposed resolution receive more than 10% shareholder opposition
Slide 11: Share Issuance without pre-emptive rights
Share Issuance without pre-emptive rights The number of FTSE 100 companies seeking only a 5% authority has decreased from 78 in 2015, to 39 in 2016, to 29 in 2017
Slide 12: ISS Vote Recommendations
ISS Vote Recommendations 20 companies received at least one against or abstain recommendation from ISS for a total of 30 resolutions
Slide 13: Glass Lewis Vote Recommendations
Glass Lewis Vote Recommendations 29 companies out of the FTSE 100 received at least one against or abstain recommendation from Glass Lewis (compared to 81 in 2016), for a total of 44 resolutions (compared to 133 resolutions in 2016).
Slide 14: Proxy advisor vote recommendation on the Remuneration Reports of the FTSE 100
Proxy advisor vote recommendation on the Remuneration Reports of the FTSE 100 ISS IVIS Glass Lewis PIRC
Slide 15: Executive Remuneration Working Group
Executive Remuneration Working Group Final report recommendations published in July 2016 Main recommendation Give remuneration committees the flexibility to select the right remuneration structure for the company £ rather than taking a ‘one size fits all’ approach A notable alternative Ability to is
Slide 16: Diversity
Diversity Hampton-Alexander Review / Parker reviews – November 2016 Hampton-Alexander Review Parker Review Aim: Ensuring talented women at the Aim: To highlight ethnic minority top of businesses are recognised, representation in boardrooms across promoted and rewarded. FTSE100 is disproportionately
Slide 17: UK Governance Reforms
UK Governance Reforms Aim: increase boardroom accountability and enhance trust in business › Three key issues Corporate governance Strengthening the Executive Pay in largely privately- wider stakeholder held businesses voice › Key reforms Introduction of a CEO Revisions to the to average employee co
Slide 18: Learn more…
Learn more… › Please download the Georgeson 2017 AGM season review www.georgeson.com/2017ProxyReview 18
Slide 19: Questions
Questions 19 Georgeson
Slide 20: Thank you
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