uk voting trends 2013 alan brett & sarah wilson june 10 th 2013
TRANSCRIPT
UK Voting Trends 2013
Alan Brett & Sarah WilsonJune 10th 2013
AGM Turnout - Top 350
Top 350 UK Listed Companies - AGM Turnout
52.0%
54.0%
56.0%
58.0%
60.0%
62.0%
64.0%
66.0%
68.0%
70.0%
72.0%
74.0%
Turnout % 59.8% 65.2% 67.2% 70.1% 71.5%
2009 2010 2011 2012 2013 - YTD
Voting in Context
Top 350 Shareholder Support (Avg)
90%
92%
94%
96%
98%
100%
Dissent 2.87% 2.94% 2.95% 3.07% 2.96%
Support 97.13% 97.06% 97.05% 96.93% 97.04%
2009 2010 2011 2012 2013
Notable Resolution Categories for Dissent
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
Board 2.8% 3.0% 2.8% 2.9% 2.4%
Remuneration 8.5% 6.4% 8.4% 8.9% 7.5%
2009 2010 2011 2012 2013
Average Dissent for Notable Resolutions
Dissent by Resolution Sub-Categories
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
Remuneration Report 9.6% 8.7% 9.7% 9.6% 8.5%
EGM Notice Periods 0.0% 4.6% 5.3% 6.0% 7.3%
Incentives - Long Term 10.4% 7.5% 8.5% 9.0% 6.4%
Issue of Shares & Pre-emption Rights 3.2% 3.9% 3.8% 4.3% 4.2%
Auditor - Election 1.7% 1.8% 2.1% 2.6% 2.5%
Directors - Elect 2.8% 3.0% 2.8% 2.9% 2.4%
Auditor - Remuneration 1.3% 1.4% 1.8% 1.8% 2.0%
2009 2010 2011 2012 2013
Adjourned/Withdrawn & Defeated Resolutions
0
10
20
30
40
50
60
Defeated 19 14 18 23 9
W'thdr'wn/ Adj'd 22 41 27 34 13
2009 2010 2011 2012 2013
Meetings with Significant DissentWhich Means
=> 20% Abstain and Against Votes
(Remember: 5yr Average Dissent (all resolutions) is 2.96%;
20% is approx double the average remuneration report dissent)
High Dissenting Resolutions
0
50
100
150
200
250
Count Dissent > 20% 166 121 147 196 119
2009 2010 2011 2012 2013
2013 High Dissenting Resolution Types0%
1%
1%
45%
18%
23%
7%
5%
Audit & Reporting
Board
Capital
Corporate Actions
Other
Remuneration
Shareholder Rights
Sustainability
High Dissent Sub-Categories
0.0%
10.0%
20.0%
30.0%
40.0%
Directors - Elect 25.9% 25.6% 23.8% 37.2% 32.8%
Incentives - Long Term 10.8% 13.2% 7.5% 4.1% 3.4%
Issue of Shares/P'emp Rights 10.8% 0.0% 10.9% 12.8% 18.5%
Remuneration Report 25.3% 33.1% 34.0% 22.4% 18.5%
2009 2010 2011 2012 2013
Say on Pay
Remuneration Governance & Shareholder Voting
Pay Governance Changes
Percentage of Companies with
Manifest Assessment Grades 2012
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
A B C D E F
Grade
FTSE 100 FTSE 250 FTSE SmallCap Overall
Percentage of Companies with
Manifest Assessment Grades 2013
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
A B C D E F
Grade
FTSE 100 FTSE 250 FTSE SmallCap Overall
Pay Governance Changes
Remuneration Governance Score A or B
FTSE 100 FTSE 250FTSE
SmallCap Overall2012 60.9% 54.2% 41.0% 52.7%2013 55.6% 54.3% 53.2% 54.3%
Remuneration Governance Score D to F2012 14.1% 22.9% 30.1% 22.3%2013 13.9% 17.9% 21.5% 17.9%
Most Improved Company
Polymetal International 3 grades better
Most Disimproved Companies
Inmarsat 3 grades worsePersimmon 3 grades worse
Governance Up, Dissent Down
Average Dissent by Manifest's
Assessment Grades 2013
0
5
10
15
20
25
A B C D E F
GradePe
rcen
tage
FTSE 100 FTSE 250 FTSE SmallCap Overall
Average Dissent by Manifest's
Assessment Grades 2012
0
5
10
15
20
25
30
A B C D E F
Grade
Perc
enta
ge
FTSE 100 FTSE 250 FTSE SmallCap Overall
Key Pay Vote Stats
31 Remuneration reports with >20% dissent including several over 40%– Mecom– Chime– Synthomer– easyJet– Hardy Oil & Gas– Jupiter Fund Management
9 LTIP-related Resolutions > 20% dissent:– Chime– Beazley– Mears– Carr’s Milling– National Express– Catlin– Ocado