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2012 AGM Season Review

Computershare
Computershare

This document summarizes key trends from the 2012 AGM season in the UK and globally. It finds that shareholder activism increased, particularly through social media. While electronic proxy voting is growing, there is still room for more electronic voting over paper. The UK trends of increasing shareholder opposition to executive pay and the influence of proxy advisors are consistent with global trends. New technologies like virtual meetings, mobile voting, and quick response codes are emerging. UK legislation will soon require binding shareholder votes on executive pay policies and advisory votes on pay applications. Globally, attendance varies but electronic voting is growing relative to paper, and sentiments around executive pay and shareholder rights are increasing across regions.

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THE AGM SEASON REVIEW 2012 Steve Banfield and Colin Clark Client Relationship Directors Computershare Investor Services PLC 27th September 2012
OVERVIEW Proxy Trends Electronic proxy appointments Electronic vs. paper voting Shareholder opposition The Shareholder Spring Social media and shareholder activism The rise and rise of proxy advisors Latest UK Developments Technology and legislation The Global View 2
PROXY TRENDS Percentage of issued share capital lodged as proxies 3
ELECTRONIC PROXY APPOINTMENTS Percentage of clients offering electronic proxy facility 4
ELECTRONIC VS. PAPER VOTING Percentage of shares voted paper vs. electronic 5
REMUNERATION Opposition to remuneration resolutions across the FTSE100 Almost 5% rise in high levels of opposition Over 6% rise in moderate levels of opposition Over 11% reduction in low levels of opposition 6
SOCIAL MEDIA AND SHAREHOLDER ACTIVISM: BE PREPARED Examples of tweets sent by @FairPensions this season: 7
WHICH SHAREHOLDERS VOTED? 8
HOW DID THE PROXY ADVISORS RECOMMEND? 9
TECHNOLOGY DEVELOPMENTS Virtual Meetings Allowed under UK company law and technology available Virtual attendees retain same rights as if they were present Current lack of demand in the UK Adoption of virtual meetings in Europe (Denmark) and the US First entirely virtual meeting in the UK in 2013? Handset voting Trends for voting differently on resolutions AGM votes should be fast, accurate and transparent 34 of the UKs FTSE 100 use handset voting technology at their AGMs 10
MOBILE VOTING AND QUICK RESPONSE CODES Smart phones increasingly used for accessing the internet eProxy votes received from mobile devices. Quick Response (QR) code added to AGM material Automatic connection to online proxy appointment system. QR codes already in use in Australia Due for launch across US and Europe for 2013 11
UK LEGISLATION Proposed package of reforms designed to strengthen the hand of shareholders to challenge excessive pay. In summary, the proposals will mean: Shareholders given binding vote on executive pay policy Shareholders given advisory vote on application of pay policy in the previous year Companies required to report on how they have implemented their pay policy New rules apply to companies with year ends starting after October 2013 12
GLOBAL REVIEW Proxy and meeting trends Attendance figures vary significantly - impacted by local change Increase in lodged proxy votes seen across the globe Electronic voting has increased vs. paper - exceptions due to local legislation Emerging trends Virtual meetings - many countries adopted or adopting similar legislation to the UK Executive remuneration - sentiment echoed across the globe Australia Two Strikes and US Say on Pay 13
SUMMARY Activism is on the increase Voting levels are increasing, but still room to make more use of electronic channels UK not out of line with global trends Be mindful of the impact of Social Media and new technologies Understand the make up of your Register, the Voting Chain and the influence of Proxy Advisors Legislation is changing, so building trust between Issuers and Investors will be crucial to ensure Resolutions are passed
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THE AGM SEASON REVIEW 2012

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2012 AGM Season Review

  • 1. THE AGM SEASON REVIEW 2012 Steve Banfield and Colin Clark Client Relationship Directors Computershare Investor Services PLC 27th September 2012
  • 2. OVERVIEW Proxy Trends Electronic proxy appointments Electronic vs. paper voting Shareholder opposition The Shareholder Spring Social media and shareholder activism The rise and rise of proxy advisors Latest UK Developments Technology and legislation The Global View 2
  • 3. PROXY TRENDS Percentage of issued share capital lodged as proxies 3
  • 4. ELECTRONIC PROXY APPOINTMENTS Percentage of clients offering electronic proxy facility 4
  • 5. ELECTRONIC VS. PAPER VOTING Percentage of shares voted paper vs. electronic 5
  • 6. REMUNERATION Opposition to remuneration resolutions across the FTSE100 Almost 5% rise in high levels of opposition Over 6% rise in moderate levels of opposition Over 11% reduction in low levels of opposition 6
  • 7. SOCIAL MEDIA AND SHAREHOLDER ACTIVISM: BE PREPARED Examples of tweets sent by @FairPensions this season: 7
  • 9. HOW DID THE PROXY ADVISORS RECOMMEND? 9
  • 10. TECHNOLOGY DEVELOPMENTS Virtual Meetings Allowed under UK company law and technology available Virtual attendees retain same rights as if they were present Current lack of demand in the UK Adoption of virtual meetings in Europe (Denmark) and the US First entirely virtual meeting in the UK in 2013? Handset voting Trends for voting differently on resolutions AGM votes should be fast, accurate and transparent 34 of the UKs FTSE 100 use handset voting technology at their AGMs 10
  • 11. MOBILE VOTING AND QUICK RESPONSE CODES Smart phones increasingly used for accessing the internet eProxy votes received from mobile devices. Quick Response (QR) code added to AGM material Automatic connection to online proxy appointment system. QR codes already in use in Australia Due for launch across US and Europe for 2013 11
  • 12. UK LEGISLATION Proposed package of reforms designed to strengthen the hand of shareholders to challenge excessive pay. In summary, the proposals will mean: Shareholders given binding vote on executive pay policy Shareholders given advisory vote on application of pay policy in the previous year Companies required to report on how they have implemented their pay policy New rules apply to companies with year ends starting after October 2013 12
  • 13. GLOBAL REVIEW Proxy and meeting trends Attendance figures vary significantly - impacted by local change Increase in lodged proxy votes seen across the globe Electronic voting has increased vs. paper - exceptions due to local legislation Emerging trends Virtual meetings - many countries adopted or adopting similar legislation to the UK Executive remuneration - sentiment echoed across the globe Australia Two Strikes and US Say on Pay 13
  • 14. SUMMARY Activism is on the increase Voting levels are increasing, but still room to make more use of electronic channels UK not out of line with global trends Be mindful of the impact of Social Media and new technologies Understand the make up of your Register, the Voting Chain and the influence of Proxy Advisors Legislation is changing, so building trust between Issuers and Investors will be crucial to ensure Resolutions are passed
  • 16. THE AGM SEASON REVIEW 2012