Proxies? Proxy voting service? Proxy voting agency? Proxy advisor?

Every AGM season throws up a host of questions about proxy voting and how shareholders vote their shares. Shareholder voting is a complex, legal process and in most jurisdictions is bound by company law (as in the UK). In other markets, such as North America, stock exchanges or securities regulators such as the SEC are also involved in setting the rules and standards.

Proxy Voting

Shareholders who are not able to attend a shareholder meeting in person can appoint another person or organisation to vote their shares “in absentia” (in their absence). A proxy is legally a “natural person” (human being). In most cases, the chairman of the meeting is appointed as the proxy. A corporate representative represents a “corporate person” (company).

Manifest acts as a corporate representative to manage the voting process for institutional investors.

A proxy may be given discretion or they may be instructed to vote only in accordance with the wishes of the owners of the shares.  When a shareholder gives their proxy “discretion” it means that their proxy submits votes as they believe to be appropriate, without reference back to the shareholder.

Manifest provides on-line vote management services but has no discretion over votes.

Institutional investors own hundreds, and sometimes thousands of shares in multiple safe-keeping accounts “nominee accounts”. Investors cannot physically attend all shareholder meetings and so they submit vote instructions ahead of the meeting – they “vote their proxies”. Executing votes is a legal process and must comply with strict procedures otherwise the votes are not valid and cannot be counted. The logistics of voting shares accurately and reliably requires considerable knowledge, expertise and IT systems.

Some investors outsource the administration of shareholder voting to Manifest, not their decisions.

Electronic Proxy Voting

Shareholder votes may be submitted to meetings by paper or by electronic means. Electronic proxy votes are submitted to vote tabulators, registrars, over the internet using strong encryption to ensure confidentiality.

Manifest operates an Electronic Proxy Voting system to manage the logistics of voting thousands of meetings through one convenient portal.

Proxy/Proxies

The collective name for the proxy card or proxy poll card issued by a company to enable its shareholders to vote at shareholder meetings. Other terms are Proxy Poll Card, Proxy Appointment or Vote Instruction Form.

Proxy Voting Guidelines

Investors publish proxy voting guidelines or voting guidelines to explain their views on particular corporate governance issues, for example, board diversity, audit committee standards, executive pay, sustainability or environmental and social issues.

Manifest enables investors to manage complex voting guidelines with research, data and software models.

Proxy Voting Service

Manifest is a proxy voting service: it provides research and vote management tools to support institutional investors. Manifest does not control any client votes and it does not publish generic or house voting recommendations

Proxy Voting Agency

Another term for a proxy voting service, typically British in use. An agent performs acts on behalf of another, “the principal”. Manifest’s legal name is The Manifest Voting Agency Ltd.

Proxy Advisor/Adviser

This is generally a US term to describe an organisation involved in the proxy voting process in some form or other. Generally speaking a Proxy Advisor makes voting recommendations which shareholders follow. Manifest does not make house voting recommendations. Manifest’s clients use our Voting Template software to identify potentially contentious policy issues so that they can make their own decisions.

Proxy Voting Template

A template is a pattern of repeatable actions. In shareholder voting terms, a voting template is a tool which ensures that all companies are analysed according to a consistent set of policy principles. The voting template questions are derived from investors’ voting guidelines and good governance practices developed by regulators, academics and global institutions such as the OECD. The data and analysis which drives the Minerva Voting Template is based exclusively on public disclosures. Each investor has their own unique voting template (or multiple templates) and chooses which of the voting guidelines reflect their investment beliefs. The result is a completely tailored approach which helps investors manage the massive AGM season workload.

Proxy Solicitor

A proxy solicitor is an organisation appointed, generally by companies to: encourage shareholders to vote their proxies; ensure that shareholders are aware of meetings and the resolutions at the meeting, and provide information about the issues. A proxy solicitor undertakes a “proxy solicitation” for its clients. Proxy solicitation may be undertaken by investors relations agencies or by companies directly.

Manifest is not a proxy solicitor and Manifest does not solicit votes.

Poll Vote

At a shareholder meeting, the votes may be counted in a number of ways: show of hands, acclamation or on a poll.

A show of hands means that the votes are counted in proportion to the number of shareholders in the room. One shareholder has one vote.

A vote by acclamation will mean that the shareholders in the room shout Aye/Nay in respect of each resolution.

A poll vote means that the votes are counted in proportion to the number of shares owned and the votes per share. Some shares may have one vote per share, others may have multiple votes per share.

Shareholder Resolution

All resolutions are effectively “shareholder resolutions” but resolutions may be proposed by management or by shareholders themselves. Shareholder resolutions typically ask companies to address specific governance issues or concerns such as environmental reporting, political donations or board diversity. In very rare cases shareholder resolutions may seek to remove directors or appoint new independent directors not supported by management.

Manifest is not a shareholder and does not propose shareholder resolutions.

To find out more about Minerva’s vote agency service please contact: hello@minerva-analytics.info

Last Updated: 5 February 2017