Informed Voting for Sustainable Stewardship
As voting levels and general interest in corporate governance has increased so shareholder voting research (proxy voting research) has come under increased scrutiny. Minerva very much welcomes the increased focus on high quality proxy research as this has been a central tenet of our business philosophy since our formation in 1995.
Regulatory Framework & Service Quality
In the context of the UK’s Financial Conduct Authority rulebook, the provision of corporate governance research and vote agency services does not constitute investment advice or administration. Proxy voting research is, however, captured by the transposition of the Shareholder Rights Directive through The Proxy Advisors (Shareholders’ Rights) Regulations 2019. Minerva is a signatory to the Best Practice Principles for Shareholder Voting Research (BPPG) which is deemed to be a “Code of Conduct” for the industry and so meet the requirements of SRDII and the FCA’s implementation of SRDII.
Minerva operates a quality management and our research methodology conforms to the CFA Institute’s Research Objectivity Standards. This includes specific, measurable standards for managing research independence, objectivity and conflicts of interest.
Minerva is also a founder signatory of the Best Practice Principles for Shareholder Voting Research, the first global standards for shareholder voting research. Our statement can be found here.
Minerva’s Research Policy
We believe that stewardship and governance monitoring are integral to the investment process. As such, investors need access to timely research and governance support tools. While institutional investors may outsource the administrative, research and operational tasks of governance monitoring to Minerva, they do not outsource their thinking.
Minerva does not promote a proprietary “one size fits all” voting policy, and we don’t generate generic or “house” voting recommendations.
Minerva provides completely bespoke voting guidance by default. Our analysis captures local codes of good practice, listing rules, company law and investor-driven policy needs. A powerful computer model of governance metrics is combined with expert, independent analysis to produce voting policies which truly reflect investors’ values.
Any questions relating to general policy may be directed to Minerva CEO, Sarah Wilson.
Analyst Training & Knowledge
Minerva’s analysts undergo rigorous training in both our operating procedures and governance issues. Every statement made in a research report can be fully justified either by reference to a particular code or documentation provided by an Issuer.
Information used in the Research Process
All our research is based on the documents that would have been sent to shareholders. We do not make use of inside information, selective or one-to-one briefings. To do otherwise would violate the principle of equal access to all shareholders.
Minerva’s analysts will, wherever practical, liaise with either the Company Secretary or Investor Relations Officer of any issuer to obtain clarification on any points we perceive to be unclear. Both Customers and Issuers are encouraged to liaise directly with the analyst responsible for any report that has been published. All dialogue is monitored and material issues will be raised to a senior level through our Quality Management System.
During proxy season (March 1st to May 31st), there is only limited time available to obtain feedback between publication of agendas and voting deadlines. We therefore cannot hold back publication of reports if an Issuer is not able to respond in a timely way.
Where a shareholder proposal has been submitted we will also engage with the proponents directly to ensure that we have a detailed understanding to the background.
Minerva’s research is produced according to in-house procedures consistent with the CFA Institute’s Research Objectivity Standards. This means that per principle 6, Minerva’s analysts will verify facts, policies or disclosures which are unclear from corporate documentation, however they are prohibited from:
- Sharing with, or communicating to, a subject company, prior to publication, any section of a research report that might communicate the research analyst’s proposed recommendation or rating; and
- Directly or indirectly promising a subject company or other corporate issuer a favorable report; or
- Threatening to change reports, recommendations, or price targets.
Equally they will not change their research on the basis of threatening or abusive communications. In the event of a dispute, issuers may refer to our Research Manager or failing that, the CEO.
Issuer Access to our Research
Any issuer covered by Minerva’s research universe may access our research reports under licence. Requests for information about licensing can be sent to email@example.com
Pre-publication Report Disclosure
Minerva does not make its reports available to issuers prior to publication. We will however always ensure that any matters requiring clarification will be made known in advance and issuers will be given an opportunity to clarify or represent their views.
Minerva takes the quality of its reports, and the data they are based on, extremely seriously. The AGM season is particularly pressured and due to the manually intensive nature of the work errors may be detected from time to time.
Where an issue is considered to be minor and unlikely to have a bearing on a customer’s vote intention, we will not notify customers of the change. Minor issues will be, for example, typographical errors, use of formal names versus “known as” etc.
Where an is considered to be major and significant (e.g. dilution limits, share plan conditions, performance targets etc) then an update will be posted and notified.
We aim to amend errors within 48 working hours of notification by email.
Right to Reply
Minerva provides expert screening and analysis of the issues that are likely to be problematic for shareholders in the context of their governance and investment policy. Client’s final voting decisions, while influenced by our research, are made independent of Minerva. Issuers are strongly advised to liaise with their owners i.e. shareholders, directly.
Minerva will never disclose how clients will or may vote.Last Updated: 16 April 2019