Here at the Manifest blog we try to keep a balance of news and stories for the informed Stewardship community – which includes shareholders and issuers. Today’s piece is addressed directly to the issuer community. It’s a simple message: when it comes to buying vote data, please Just Say “No”.
What are we talking about? You will remember last November we wrote about our concerns that the integrity of the voting system was being undermined by some intermediaries. We had some immediate feedback and reaction from nearly all parts of the community, some expressing surprise, shock, disbelief and even denial.
Since the issue first came to light we have worked with a number of individuals and organisations to get to the bottom of what is going on. This is what we have found.
Custodian Mandates: According to our sources these contain water-tight confidentiality provisions. We’ve also had verbal and written assurances given to our clients that data is not being sold.
Issuers: Company secretaries of leading UK plcs have indeed confirmed that they have been approached with proposals to buy into the advance vote data streams prior to the legal cut-off.
Vote Service Provider Screens: Appear to contain water tight confidentiality assurances, so in theory what goes in on that screen shouldn’t be going anywhere it shouldn’t.
So if we have all these assurances that nothing is going outside the correct channels, why are issuers being approached to buy advance details of the votes that will be released in a few days in the natural course of the voting process?
We have a situation now in the UK where the majority of investors are forced to use the bundled vote service provider mandated by the custodians. As a consequence shareholders are working to unnecessarily aggressive vote deadlines which compromise genuine attempts at informed dialogue and engagement.
It’s true to say that in the ordinary course of events some investors will leave their decision to the last minute – but that’s generally because decisions are being carefully reviewed. More importantly its the shareholders’ choice. What they do not choose is for their data to be warehoused for over a week so that a third party can monetize the inefficiency.
It’s natural for companies to be anxious about the possible outcome of votes, but buying this data from outside the shareholder/registrar conduit is a serious abuse. You wouldn’t let your postman open your mail and you’d be furious if your email was being hacked.
Please, issuers, if you are asked to buy this data, “Just Say No”.Last Updated: 1 April 2011