napf stewardship accountability forum ian barnes & ian pitfield ubs global asset management
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NAPF Stewardship Accountability Forum
Ian Barnes & Ian PitfieldUBS Global Asset Management
NAPF Stewardship Disclosure Framework and UBS
• Firm governance, including manager pay
• Investment approach, including ESG
• Engagement and voting
Engagement
• Natural fit with our investment business:
• Significant passive assets under management
• Long-term value oriented active manager
What we do to enhance and protect value for clients• Vote globally• Engage, mainly with Chairmen• Contribute to public policy debates•Work with other shareholders• Review portfolio holdings• Report to client on voting and engagement
Our credentials• Global voting experience – 7,075 meetings voted in 2013• Company knowledge – 7,000 company meetings per year• 20 years of engaging with the Board – focus on key long-term issues• Active involvement in shareholder groups such as:
• Asian Corporate Governance Association• IMA Governance & Engagement Committee• International Corporate Governance Network• Conference Board Governance Council
• Published our 11th annual review for clients
Our voting for clientsYear to 31 December 2013• Voted at 7,075 company meetings• In 50 markets• On 69,024 separate resolutions• Through 25 custodians• Not supported 4,171 resolutions (6% of total)
• Intelligent application of our policy by the governance team•Working closely with our investment teams
Key participants in proxy voting chain
Issuer/Investee company
Registrar / Transfer Agency / Tabulator
Registered shareholder / Nominee / Local Sub-custodian
Global Custodian
Proxy Voting Agency or Vendor(eg: ISS/Broadridge)
Investment Manager
Asset Owner
Issuer will announce time, date and location of meeting
Registrar / Transfer Agency will issue voting papers (where applicable) and meeting information (in some countries this is issued by issuer direct to the registered shareholder)
Registrar / Transfer Agency will issue voting papers (where applicable) and meeting information (in some countries this is issued by issuer direct to the registered shareholder
Global custodian retains the local sub-custodian to be the registered holder of all securities, but may actually outsource the process of managing voting instructions received from clients to a third party agency or vendor
Proxy Voting Agencies can act in a dual capacity, ether as an outsourced vendor for the global custodian to handle instructions from beneficial owners, or on behalf of investment managers or beneficial owners to carry voting instructions to custodians
Some investors retain voting rights themselves, others allow discretionary investment managers or third party voting agencies to act on their behalf
The most important governance factors for usStrategy is key – governance needs to focus on improving the long term performance of the companyAlso:• The Chairman & the quality of the Board• Operational performance• Succession planning• Risk Management• Reputation• RemunerationEngagement is very important and works best as a constructive dialogue rather than confrontation
Example of UBS Global Asset Management acting as a responsible shareholderVodafoneSep-13 Vodafone announces sale of its 45% stake in Verizon Wireless for £84bn Jun-12 – Jun-13 Meetings with Chairman Jul-11 At the shareholder meeting we voted against the re-election of the Senior
Independent Director given our concerns about the process to appoint a new Chairman
Apr-11 £6.8bn disposal of holding in French mobile operator Oct-10 We wrote to the Senior Independent Director with our expectations of the
qualities required of the new Chairman – now that process is in place for the Board to choose a new Chairman
Sep-10 £4.3bn disposal of China Mobil holding Jul-10 At the shareholder meeting we voted against the re-election of the Chairman
since no undertaking to replace him Jul-10 Meeting of shareholders representing 19% of the equity with the Senior
Independent Director to express concerns Jun-10 Hosted meeting of shareholders to discuss our concerns Feb-10 – Jun-10 Exchange of letters Feb-10 We met the Chairman and Senior Independent Director to express our concerns
about the poor operational performance and value-destroying acquisitions Feb-07 – Feb-10 We had six meetings with Board members Feb-07 We wrote to the Chairman to express our concerns about a potential
acquisition
Source: Datastream, 04 November 2013.
2010 2011 2012 201390
95
100
105
110
115
120
125
130
135
140
Vodafone vs. FTSE All Share
Regional variations in Corporate GovernanceThe building blocks
UK Europe US Japan
Checks and balances on the BoardAre the roles of Chairman and CEO usually split? Yes Varies No Yes
Oversight of the ExecutivesIs there a large proportion of independent non executives on the Board Yes Yes Yes No
Shareholder oversight of major transactionsDo shareholders have a vote on major transactions Yes No No No
Final thoughts• Governance + Investment = Better outcomes for clients• Boards need to be very effective and behaviour is very important• Good governance is trying to benefit company performance –
so look at the governance 'outputs' as well as 'inputs'• Less groupthink from shareholders• Constant vigilance required