European securities regulators are examining the impact of guidance the proxy advisory industry adopted last year in response to concerns about the industry’s role in shareholder democracy.
The European Securities and Markets Authority (ESMA) published a call for evidence on Monday on the impact of best practice principles for proxy advisory firms introduced in 2014. The regulators are looking for information from various players, such as issuers, investors and proxy advisory firms, in the wake of best practices introduced to address concerns about the role of these firms and their impact on corporate governance and the shareholder voting process.
Specifically, ESMA is looking for insight into how various players “perceive the most recent proxy seasons to have evolved and to assess the extent to which new trends or changes in proxy advisors’ approaches have developed.”
In 2012, the regulators published a discussion paper examining certain issues in connection with the role of proxy advisory firms and possible policy responses. Ultimately, ESMA concluded that these issues didn’t require new rules, but that improvements in disclosure and transparency would be enough to address many of the concerns of certain market participants. Furthermore, ESMA provided guidance to the industry on developing a code of conduct, and the industry published a final set of best practices in March 2014.
Canadian securities regulators have recently grappled with some of the same concerns about the role of proxy advisory firms and reached a similar conclusion — that guidance, not rules, is the way to go. In April, the Canadian Securities Administrators (CSA) published its own guidance for proxy advisory firms, which aims to enhance transparency and address concerns about conflicts of interest; the transparency and accuracy of vote recommendations; and the development of voting guidelines, among other issues.
When ESMA adopted its policy position, it also committed to reviewing the impact of the code to see whether it had dealt with the underlying concerns that prompted the regulatory action in the first place. That review will also consider whether an adequate governance structure has been established for maintaining and monitoring the code, it notes. ESMA is seeking responses by July 27, and aims to publish the results of its review by yearend.