Perhaps the two least surprising observations about last week’s local government elections in the UK were the weakness of the incumbent national government party vote, and the continued fall in turnout. If there’s one thing you can rely on, it’s that generally people don’t understand why local government is important to them and therefore don’t bother to vote, and that of those who do, many are simply turning up to have an indescriminate whinge.

But imagine the uproar outside Town and County Halls up and down the land if you were only allowed to vote in the first place if you turned up on election day to ask for a vote? And if no-one came forward to request it, there’d be no election recorded at all? This might perhaps sound familiar to students of monopolistic political regimes.

It will also ring a bell with students of Finnish company General Meetings.

Why? Because that’s the choice many shareholders in Finnish companies are faced with in 2013.  Investors around the globe send their voting instructions to the meetings, safe in the knowledge that their carefully considered ‘Against’ votes will be registered and counted against the resolutions.

Think again about the safety of that knowledge. Every year, Finnish companies confirm that resolutions were passed, but without recording a vote. Surely they should disclose the voting results? Well yes, they do. But only when a vote actually takes place – and there’s the rub.

Just because you send voting instructions to a meeting, it doesn’t guaruntee that a vote will actually take place. In order for that to happen, somebody at the meeting must request one. Without that, resolutions are passed without taking a poll or even a show of hands, (which is actually legally a vote) and any dissent merely noted in the minutes.

The effect? You can’t simply oppose a resolution with your votes. There is no ‘For’, ‘Against’ or ‘Withhold’ option as we may be used to in most other  markets. You have to instruct your representative to request a vote, or there will be no vote. Except, there’s no option to do that through the un-fit for purpose custodian voting system; nor are meeting notices sufficiently clear that this is what is required. So while you thought you were sending an instruction for somebody to do something for you, it’s quite likely your intentions have been lost in translation.

Whilst the AGM may be viewed as the traditional forum for debate and engagement, today’s 24/7 world of global investment opportunity and voting by correspondence means that to deny shareholders who cannot get to the meeting the ability to have their views officially recorded on the important questions which are put before an AGM is starkly anachronistic. In some cases, it also creates some interesting questions about how shareholders can meet their fiduciary obligations as they see them, if they can’t guaruntee that their votes are cast.

We strongly encourage Finnish companies who retain this practice (especially those, like Talvivaara, who are listed on foreign exchanges) to  change their meeting practices so that votes are conducted as a matter of course. It would also be helpful if intermediaries were able to accurately reflect the situation, so as to offer their clients the ability to request a vote.

In the mean time, it may be worth governance and compliance officers checking Finnish meeting results before reporting their voting on Finnish companies, lest they end up inadvertently making promises that have not been met. 

Last Updated: 8 May 2013
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