Manifest has this week published a Global Regulatory Review, keeping customers abreast of the latest developments in corporate governance and related disciplines around the world.
Global capital markets and investors expectations towards them have changed radically over the past 20 years. Sir Adrian Cadbury could probably never have guessed what his dryly-titled “Report of the Committee on The Financial Aspects of Corporate Governance” would trigger in terms of rules, regulations, codes and principles for investors and investee companies alike.
By the close of the 20th anniversary year of The Cadbury Report, the pace of regulatory change has shown no sign of slowing. In 2006 Manifest extended its research and voting coverage from the UK Main and Aim markets to encompass those global companies owned by clients. Today we analyse securities from over 100 jurisdictions. In each case, the monitoring standards are a combination of supra-national recommendations from bodies such as the OECD and ICGN as well as local market best practice standards and regulations. Our analysts maintain an ongoing review of regulatory changes and as they arise, assess their impact on client voting policies. This ensures that our research and subsequent policy guidance accurately reflects both local and global perspectives.
In this review we highlight some of the key global developments as they impact:
• Corporate Governance Codes
• Stock Exchange Listing Rules
• Shareholder Rights
• Stewardship Codes
In addition, we present three thematic reviews of regulatory changes affecting
• Remuneration – or Say on Pay
• Audit & Reporting
• Board Diversity
A central issue in contemporary corporate governance scholarship and regulatory thinking is the ability of shareholders to be effective monitors or “Stewards of Capital”. We believe that there are two pre-conditions to effective monitoring by globally dispersed owners:
• Disclosure of relevant information to understand the governance risks and risk mitigation steps taken by boards; and
• The ability for shareholders to communicate views and preferences back to the company, either directly through one on one communications or through the democratic forum of the annual general meeting i.e. via the “proxy plumbing”.
Since Cadbury, the overwhelming regulatory effort has been directed at disclosure and transparency while communication routes have been largely ignored. Given the complex nature of voting that is perhaps unsurprising, it is, nevertheless just as important. We hope that by the time we publish our next review of global governance changes, we might see some movement in this area, notably from the SEC and the European Commission. After nearly a quarter of a century of governance, we believe that reforms to facilitate secure, confidential and timely cross-border voting are long overdue.
Last Updated: 13 March 2014