CorpGov Roundup: Reports, Codes, Blueprint, and CROWN in the Mix
Spanning the globe, corporate governance highlights from December include issuer data reports, new and revised corporate governance codes, and a deep-dive database called CROWN.
In a sign of increasing cooperation between issuers and proxy advisers in Canada, Glass Lewis and the Canadian Investor Relations Institute (CIRI) have partnered to produce issuer data reports to Canadian companies. Glass Lewis has produced the reports in the US for about a year. They are sent to issuers three to four weeks before an annual general meeting so that issuers can review the data and flag any mistakes they see.
CIRI encourages its members to use these reports to increase the accuracy of data used to make voting decisions and bring more transparency to the proxy adviser and proxy voting process.
The Securities and Exchange Commission of the Republic of the Philippines recently published a corporate governance blueprint aimed at driving improved performance of Philippine companies through enhanced corporate governance standards.
The blueprint is a roadmap for corporate governance over the next five years in the Philippines. The blueprint sets out best practices for companies in the Philippines that must explain their compliance or lack of compliance. The SEC will review companies’ compliance with the blueprint starting in 2016.
The blueprint is broken out into the following sections:
A. Shareholders: Their Rights of Ownership
B. Role of Institutional Investors and Financial Advisors
C. Duties of Other Stakeholders
D. Disclosure and Transparency
E. Board Roles and Responsibilities
F. Towards a Stronger and More Effective Enforcement Regime
The Warsaw Stock Exchange adopted a new corporate governance code, the Best Practice of GPW Listed Companies 2016, in October 2015 that went into effect 1 January 2016.
The code was developed by experts representing different groups of the capital markets: the Polish Financial Supervision Authority (KNF), the Association of Individual Investors (SII), the Polish Association of Listed Companies (SEG), the Chamber of Pension Fund Companies (IGTE), and the Polish Institute of Directors (PID).
The code is divided into the following areas:
- Disclosure Policy, Investor Communications
- Management Board, Supervisory Board
- Internal Systems and Functions
- General Meeting, Shareholder Relations
- Conflict of Interest, Related-Party Transactions
The Swedish Corporate Governance Board recently published a revised edition of the Swedish Corporate Governance Code. The Board held a series of symposiums starting in 2013 to understand what updates needed to be made to the code, which was last updated in 2009.
The main updates to the code deal with the European Commission’s ongoing work in the field of corporate governance, primarily:
- The European Commission’s recommendation on the quality of corporate governance reporting (“comply or explain”)
- An updated shareholder rights directive
- The directive on nonfinancial information
- The directive and regulation on auditors and audits
The Taiwan Stock Exchange Corporation (TWSE) recently drafted “Stewardship Principles for Institutional Investors” and seeks public comment on them through 5 February. The TWSE has partnered with Taiwan Depository Clearing Corp., the Securities Investment Trust & Consulting Association, and Taiwan Financial Services Roundtable to issue the draft stewardship principles aimed to better fulfill the stewardship responsibilities of institutional investors and to strengthen corporate governance at Taiwanese companies.
The draft comprises six major principles, including:
- Establish and disclose stewardship policies
- Establish and disclose policies on managing conflicts of interest
- Pay continued attention to investee companies
- Appropriate dialogue and interaction with investee companies
- Establish and disclose clear policy on voting and voting results
- Periodically disclose status of fulfillment of stewardship responsibilities to clients or beneficiaries
Early in December, at Columbia Law School’s Ira M. Millstein Center for Global Markets and Corporate Ownership, co-director Robert Jackson launched the Corporate Reporting and Ownership Database (CROWN). The database can be used by investors and academics to dig deeper into financial and corporate governance information of US issuers. The database offers users a graphics-intensive format that helps users better understand issues such as executive pay and investor ownership data. The database currently covers US firms but will eventually expand to other markets. Those wishing to access the database as part of the pilot program should write to Jackson at email@example.com.
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Photo credit: iStockphoto.com/YinYang