**New report and guidance out today!** We've just published our "Voting on voting rights" report, highlighting how 31 of the world's largest investors sanction companies with unequal voting rights: https://lnkd.in/ea9pM7sV We've pulled this together at the request both of investors who are thinking about their 2025 voting policies - and increasingly frustrated at the rolling-back of this vital shareholder right in the UK and elsewhere - and the pre-IPO community, who are interested in understanding the tangible implications for their relationships with shareholders if they list with #unequalvotingrights. Some of the key voting sanctions the report covers include: ?? Votes against 'dual-class enabling' directors at *all* companies where they hold a board seat ?? Votes against directors at the company with unequal voting rights ?? Votes in favour of relevant shareholder proposals ?? Votes against capital resolutions at companies with unequal voting rights The report contains excerpts of the voting policies on dual-class shares from asset managers and asset owners from around the world. We hope it will provide both inspiration to investors and insights to companies and their advisers. Thanks to?all our ICEV members for their support, particularly to our co-founders Council of Institutional Investors. Voting policy excerpts from investors including: Railpen, BlackRock, BNP Paribas Asset Management, CalPERS, CalSTRS, CPP Investments | Investissements RPC, Caisse de dép?t et placement du Québec (CDPQ), DWS Group, Ethos Foundation (Switzerland), Fidelity Investments, Fidelity International, Florida SBA, Government Pension Investment Fund (GPIF), Invesco Ltd., LACERA, Legal & General Investment Management (LGIM), Minnesota State Board of Investment, NEW YORK STATE COMMON RETIREMENT FUND, Nest pensions, Nikkon Asset Management, Norges Bank Investment Management, Office of the New York City Comptroller, Ohio Public Employees Retirement System, Schroders, State Street Global Advisors, T. Rowe Price, UBS Asset Management, Vanguard, Washington State Investment Board, Wellington Management, Wespath Benefits and Investments. #stewardship #oneshareonevote
Investor Coalition for Equal Votes (ICEV)
投资管理
We tackle the entrenched and material problem of unequal voting rights at companies.
关于我们
The Investor Coalition for Equal Votes or ICEV (for short) was co-founded in 2022 by Railpen (ICEV Chair), the Council of Institutional Investors (Vice-Chair) and several of the US’ largest pension funds. In recent years, there’s been a significant increase in the number of companies (prior to them publicly listing) issuing different share classes with different voting rights. In practice, this sees classes of shares with more voting rights typically being offered only to insiders such as company founders, executives and family members, allowing them to retain control of the company. This raises important questions not only for investors but for the wider market as a whole. It means a small group of privileged insiders maintain much more control, while those with less voting power bear most of the financial risk. The knock-on effect is that this could damage the company’s financial performance as well as making markets work less effectively. ICEV is here to address this. We push back against the growing trend of companies listing with dual-class share structures.
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https://www.railpen.com/knowledge-hub/our-thinking/2023/icev-one-share-one-vote/
Investor Coalition for Equal Votes (ICEV)的外部链接
- 所属行业
- 投资管理
- 规模
- 11-50 人
- 类型
- 非营利机构
- 创立
- 2022
动态
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Our Chair was at #WPS2024 last week talking to an international audience about "People, Power and Proxy" and the importance of shareholders seeking to use all the influencing tools at their disposal. The panel discussion covered a huge range of topics - including our work on #oneshareonevote - and also took place under the Chatham House Rule, but some thoughts from Caroline below. Thanks to Pensions & Investments for the invitation to speak and to fellow panellists for a lively and informative discussion ?? ??
Top 50 Most Influential in ESG | Investment Manager of the Year 2022 | Investment Woman of the Year 2019 | Accredited professional trustee and Investment Committee Chair | Chair of the Investor Coalition for Equal Votes
It was a real treat to be at Pensions & Investments' World Pension Summit (WPS) last week**. The content and the conversations (both on- and off-stage) were wide-ranging and genuinely informative. I particularly appreciated the opportunity to engage with peers from around the world, learning more about how they deal with the challenges and opportunities that come from operating within their own cultural, legislative and regulatory frameworks. Although I enjoyed every session I attended, I'd particularly highlight how inspiring and insightful the all-female CIO panel was - kudos to both the speakers and the organisers. It was also a pleasure to participate in the closing panel on "People, Power and Proxy". It took place under the Chatham House Rule, so I can't report on anything apart from my own thoughts, which included: ?? Stewardship impact takes time and requires the building of trust between issuers and investors. ?? Railpen isn't afraid to escalate where we need to, but we also seek to be constructive with our portfolio companies. This is why we publish guidance for companies on issues including workforce reporting, worker voice mechanisms and audit issues. ?? We see a vote as a powerful expression of approval or disapproval of corporate behaviour. However, we increasingly look to exercise *all* our ownership rights, including co-filing resolutions, making public statements at company AGMs and pre-declaring to the market our votes both against but also in support of management. ?? Shareholder democracy should be as important as political democracy: there'd rightly be an uproar if we ever departed from the 'one person, one vote' system and 'one share, one vote' should be similarly sacrosanct. ?? Our and Council of Institutional Investors' Investor Coalition for Equal Votes (ICEV) continues to grow, demonstrating the strength of asset owner and manager feeling on the 'one share, one vote' issue. We'll continue to influence using the levers we consider to be most meaningful on this issue (getting to companies well in advance of IPO, and engaging with policymakers and the commentariat to help shape the mood music and regulatory framework). Well done to Nikki Pirrello, Sophie Baker, Mirjam Guldemond and team for a wonderful event. Thanks to fellow panellists Aeisha Mastagni, Klaus Kunz and Karel Kuipéri for a thoroughly enjoyable discussion. **full disclosure: I sit on the WPS Advisory Board. #WPS2024 #PowerShift #Pensions #Stewardship
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ICEV works with some of the world’s largest investors to encourage companies to give their shareholders' fair voting rights because we know evidence shows this can improve companies’ financial performance in the long term. ICEV’s Chair, Caroline Escott, recently spoke in her capacity as Railpen’s Senior Investment Manager on the importance of the vote. Hear from Caroline at https://ow.ly/qloo50TYesM #ShareholderRights #CorporateGovernance #VotingRights #ResponsibleInvesting
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Congratulations to International Corporate Governance Network (one of our ICEV supporters) for their important and timely intervention on #shareholderrights. We're particularly pleased to see their recommendations on multiple-class shares, including on a mandatory time-based sunset clause of 7 years or less and a request for class-by-class vote disclosure: "ICGN supports the “one share, one vote” standard. Unequal voting rights (including loyalty shares) are problematic because they cause misalignment between control and economic interests, and dilute the voice and influence of minority shareholders. They may serve to entrench management and allow founders and controlling shareholders to monopolise the decision-making, potentially putting minority shareholder interests at risk. "We ask that the Directive on multiple-vote share structures be modified to include a set of minimum mandatory safeguards in all EU Member States, most importantly, a mandatory time-based sunset clause of 7 years or less. We would also encourage a limit on the ability to transfer such shares, a limit to the maximum voting ratio that can be applied, and ensuring that unequal voting rights cannot apply to certain material decisions). "At a minimum, ‘SRD III’ (or ‘SRR’) should introduce a mandatory shareholder vote on the continuation of multiple voting rights (a review clause). This would allow independent shareholders (those without enhanced voting rights) to vote on converting superior voting rights shares into ordinary shares or retaining the dual-class shares structure for a certain amount of time. "There should be mandatory class-by-class vote disclosure, whereby companies with multiple classes of shares are required to disclose vote tallies for each class. This gives visibility to both investors and to the boards and management of companies as to the nature of the preferences of both insider and independent shareholders."? #unequalvotingrights #oneshareonevote #stewardship Jen Sisson Séverine Neervoort Wendela Rang
ICGN has written to the President of the European Commission to present its Recommendations to the European Institutions on Shareholder Rights. As the new College of Commissioners defines its priorities and work programme for the coming years, we wanted like to offer the perspective of institutional investors. Stewardship is a fundamental aspect of an investor’s fiduciary duty to protect and enhance long-term value for beneficiaries and clients. Good stewardship contributes to corporate resilience, capital market efficiency and integrity, and sustainable economic growth. Investors’ ability to act as responsible and effective stewards is reliant on them having rights and protections, such as the right to vote on major issues affecting the company, the right to participate in annual general meetings and the right to information. We observe that some barriers to the exercise of shareholder rights remain in the European Union. These include legal and regulatory obstacles, as well as operational obstacles (such as local specificities creating complexity for foreign investors and reliance on manual processes). Our recommendations are: 1.???????????Remove obstacles to shareholder voting 2.???????????Harmonise AGM practices 3.???????????Harmonise standards on shareholder proposals 4.???????????Introduce safeguards for multiple-class shares 5.???????????Ensure investors can rely on high-quality corporate sustainability disclosures 6.???????????Removed perceived obstacles to collaborative engagement. Please read our full letter for further details: https://lnkd.in/d8BznBYF If you are an ICGN Member and would be interested in joining ICGN’s new EU working group, please contact us at [email protected] #governance #corpgov #stewardship #eu #eucommission #standards #disclosure #investors #assetowners #assetmanagers
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Investor Coalition for Equal Votes (ICEV)转发了
PEOPLE, POWER & PROXY | Join us on November 7 for the closing panel at the Pensions & Investments WorldPensionSummit, where we’ll dive into one of the biggest questions in investment today: How much power do institutional investors really have to shape the world? Our distinguished panel will tackle big questions like: ?? Superpower Potential? – Can pension funds influence public opinion, refocus global investments, and move markets? What impact can they have on corporate boards? ?? The Role of Proxy Voting – From equities to alternatives, what tools and strategies empower investors to make a difference? ?? Change vs. Opportunity – Should institutional investors prioritize change over pure returns? And what’s the impact if engagement isn’t on the table? ?? Manager Voting Record – How does a manager’s voting history factor into your decision to entrust them with your investments? ?? Stakeholder Power – How much say should the public and other stakeholders have in institutional investment? Meet the Panelists: Caroline Escott, Chair of the Investor Coalition for Equal Votes (ICEV) , Acting Head of Sustainable Ownership, Railpen (UK) Aeisha Mastagni, Senior Portfolio Manager, Sustainable Investment & Stewardship Strategies, CalSTRS Investments (USA) Klaus Kunz, Former VP, Head of ESG at Bayer, Head of Development, PI Industries Ltd (Germany) Mark van Baal, Founder, Follow This | Shareholders change the world (Netherlands) Moderated by: Sophie Baker, International News Editor, Pensions & Investments (UK) Looking forward to a thought-provoking session on the real influence of institutional investors! #WPS2024 #InstitutionalInvesting #ESG #ProxyVoting Curious to find out what we have in store for the 15th edition of the summit? ??? Register and meet with us at the iconic Louwman Museum in The Hague! ?? Register now: https://lnkd.in/ew7nt-7m ??.??. ?????????????????? ?????????? ????????????, ?????????????? ??????????, ?????? ???????? ???????????????? ?????? ?????????? ?????? ?? ?????????????????????????? ???????????????? ????????!
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Looking forward to hearing the perspective of fellow panellists about the role of pension funds in shaping policy frameworks and effecting positive change #oneshareonevote #ICEVequalvotes #WPS2024 #Powershift
?? PEOPLE, POWER & PROXY ?? | Excited to announce that Caroline Escott, Chair of the Investor Coalition for Equal Votes (ICEV) and Acting Head of Sustainable Ownership at Railpen, will be joining our closing panel at the 15th edition of the P&I WorldPensionSummit on November 7! ?? We'll explore: - How do the most sophisticated institutional investors see their role in driving change? - Are pension funds powerful enough to shape public opinion and influence investments? - Can proxy voting and shareholder power create market-moving momentum? - What comes first: the potential for change or investment opportunity? - How much influence should the public and stakeholders have? PANELISTS: Aeisha Mastagni, Senior Portfolio Manager, Sustainable Investment & Stewardship Strategies, CalSTRS Investments | USA Klaus Kunz, Head of Development, PI Industries Ltd. and Former VP, Head of ESG at Bayer | Germany Moderator: Sophie Baker, International News Editor, Pensions & Investments | England ?? Join us at the iconic Louwman Museum in The Hague! Limited spots available. ?? Register now: https://lnkd.in/ew7nt-7m ??.??. Corporate asset owners, pension funds, and plan sponsors can apply for a complimentary delegate pass! #WPS2024 #Pensions #SustainableFinance #InstitutionalInvestors #Powershift
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Investor Coalition for Equal Votes (ICEV)转发了
"We see meaningfully skewed voting outcomes due to dual-class share structures (DCSS) every year, and the 2024 AGM season was no different." Last week, Environmental Finance published a proxy season review with-a-difference from our Chair Caroline Escott. In it, she talks about the power of shareholder votes to meaningfully affect company behaviour - and how "company insiders in key jurisdictions can rig the shareholder democractic system through #unequalvotingrights." In particular, the article highlights our analysis of key 2024 votes at high-profile US companies that would have had different outcomes under a one-share, one-vote arrangement. This includes voting outcomes at companies such as #Tripadvisor, #Ford, #Zoom and others. As Caroline notes: "The right to vote on issues that are material to performance can be a powerful tool for effecting real world change at companies. There would rightly be an uproar if our political democracy instead allowed a few privileged individuals the ability to dictate the constitution of our national and local government by granting them more than one vote per person. Unfortunately, when it comes to shareholder democracy, the situation isn’t always so fair." The full piece can be found at https://lnkd.in/et9QGw-r #stewardship #corpgov #oneshareonevote cc Railpen Council of Institutional Investors
The 2024 AGM season showed us the power of a vote
environmental-finance.com
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"We see meaningfully skewed voting outcomes due to dual-class share structures (DCSS) every year, and the 2024 AGM season was no different." Last week, Environmental Finance published a proxy season review with-a-difference from our Chair Caroline Escott. In it, she talks about the power of shareholder votes to meaningfully affect company behaviour - and how "company insiders in key jurisdictions can rig the shareholder democractic system through #unequalvotingrights." In particular, the article highlights our analysis of key 2024 votes at high-profile US companies that would have had different outcomes under a one-share, one-vote arrangement. This includes voting outcomes at companies such as #Tripadvisor, #Ford, #Zoom and others. As Caroline notes: "The right to vote on issues that are material to performance can be a powerful tool for effecting real world change at companies. There would rightly be an uproar if our political democracy instead allowed a few privileged individuals the ability to dictate the constitution of our national and local government by granting them more than one vote per person. Unfortunately, when it comes to shareholder democracy, the situation isn’t always so fair." The full piece can be found at https://lnkd.in/et9QGw-r #stewardship #corpgov #oneshareonevote cc Railpen Council of Institutional Investors
The 2024 AGM season showed us the power of a vote
environmental-finance.com
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This recent piece from People's Partnership's Head of Responsible Investment - and member of our ICEV Steering Group - Leanne Clements in Responsible Investor on "What next for stewardship?" is well worth a read. In it, Leanne says "It is fairly undisputed that policy engagement is an important part of the investor stewardship toolkit (especially for asset owners at the top of the investment chain) and is rooted in a robust theory of change...only through co-ordinated action and a targeted approach can we successfully address the systemic sustainability challenges that our industry faces." Leanne also mentions the Investor Coalition for Equal Votes (ICEV) as one of a few "examples of industry-led co-ordination that we need many more of." Naturally, we couldn't agree more with both these statements! If you want to find out more ICEV and our work to engage with policymakers as well as with pre-IPO companies (and their advisers) to achieve system-wide change on #unequalvotingrights, please get in touch at [email protected]. https://lnkd.in/gEeBibEz
Comment: What next for stewardship? Reflections of an asset owner generalist
responsible-investor.com
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Last week ICEV Chair, Caroline Escott, spoke at the International Corporate Governance Network Annual Conference as part of a distinguished panel on #shareholderrights and #corporateaccountability. She summarises the discussion - and some other highlights from the ICGN conference - in her post below ??. If you're an asset manager or asset owner and thinking about how best to protect beneficiaries from the impact of #unequalvotingrights in the post-#UKListingsRules era, please do get in touch to find out more about our work and how we're campaigning to push back against dual-class share structures #oneshareonevote #stewardship
Top 50 Most Influential in ESG | Investment Manager of the Year 2022 | Investment Woman of the Year 2019 | Accredited professional trustee and Investment Committee Chair | Chair of the Investor Coalition for Equal Votes
This week's International Corporate Governance Network Annual Conference was - as always - a joy, and an opportunity not only to listen and learn, but to catch up with old #corpgov and #stewardship friends and make some new ones too. Highlights for me were an in-person meeting of the Global Stewardship Committee where we fed in thoughts about the ICGN's future direction of travel, as well as participating in a thoroughly enjoyable panel discussion alongside Ashraf Gamal, Deborah Gilshan, Nadia Zainuddin and Richard Adeniyi-Jones on #shareholderrights and #corporateaccountability**. I was also struck by the very powerful words provided by corporate governance legend Bob Monks in acceptance of his Lifetime Achievement Award. He spoke compellingly about the need for "accountability of [corporate] power" and "involved ownership" by shareholders. Key points for me from both our panel and the conference overall: ?? Now that the UK listings review outcome is done, investors need to make the best of the situation we're in and consider i) medium-term activities to help protect beneficiaries*** and ii) a longer-term education and awareness-raising campaign to help key decision-makers understand the benefits of robust investor protections (for more about what the UK Corporate Governance Group is thinking of doing in this regard, please get in touch). ??The AGM is an important opportunity for investor-issuer engagement. For many smaller investors, it may be the only opportunity to gain direct access to board members. Although there are some benefits to virtual AGMs by way of supporting access for international investors, there's a way to go to achieve best practice (link to the ICGN Viewpoint on AGMs in comments below). ??How many IPOs take place in a national market is an imperfect proxy for economic success and has perhaps been somewhat fetishised by policymakers around the world. However, there remains work to be done to encourage more companies to go public rather than stay private, given the generally higher governance standards for public companies. ??The stewardship practitioner role has changed dramatically (and become arguably more interesting!) over the last few years. We have to cover more issues than ever before in engagements and voting decisions. There are clear benefits to investors bringing along not only the stewardship and portfolio analyst to a company engagement, but also any relevant 'E' or 'S' internal experts. Congratulations to Jen Sisson, Séverine Neervoort, Carol Nolan Drake, Kate Webster, Hannah Gardner Charli P. Ian Burger and the rest of the ICGN team for a superb conference. **pic below: I'm the one in Railpen colours #neverknowinglyoffbrand *** this will include continuing to engage with index providers, thinking about voting sanctions and expanding engagement with pre-IPO companies and advisors (something the Investor Coalition for Equal Votes (ICEV) has been focusing on for the last few years)
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