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CSA Corporate Governance Forum

CSA Corporate Governance Forum. SANDRA BIGGS, STATE MANAGER - SA COMPUTERSHARE INVESTOR SERVICES. Shareholders still prefer to make contact via web channels. Almost one quarter of shareholders receive their investor communications electronically.

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CSA Corporate Governance Forum

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  1. CSA Corporate Governance Forum • SANDRA BIGGS, STATE MANAGER - SA • COMPUTERSHARE INVESTOR SERVICES

  2. Shareholders still prefer to make contact via web channels

  3. Almost one quarter of shareholders receive their investor communications electronically

  4. The percentage of self-service transactions has increased in 2013, after plateauing since 2010

  5. Most shareholders do not receive an Annual Report

  6. Almost one quarter of shareholders participate in a Dividend Reinvestment Plan

  7. Volume of off-market transfers has continued to decline since charging was introduced in 2011

  8. Very small numbers are turning up to meetings and attendance is dropping by around 10% pa 8

  9. Voting participation continues to increase for the larger companies but continues to trend down generally 9

  10. Voting participation tends to be marginally higher for companies who use a direct voting model 10

  11. Most votes are submitted in the last few days before proxy close, but voting reminders prove useful 11

  12. Over-voting continues to cause headaches for issuers • 187 cases of over-voting in 2012, impacting 117 issuers • Over-voting represented more than 20% of the issued capital voted for 4 companies. • One issuer saw over-voting make up 56.8% of its issued capital voted or 31.7% of its total issued capital. • 98.9% of over-vote cases were lodged via paper proxy forms • Chasing over-votes is time consuming and time critical • Issue is being made worse through the pooling of investors into one account on the register 12

  13. More securityholders are swapping paper for convenience Proportion of voting securityholders who voted online 13

  14. Mobile device voting proves to be popular and effective Proportion of voting holders who used the mobile device module of InvestorVote vs. the desktop version of this web service (2012 pilot group companies) 14

  15. Institutional investors show strong support for Intermediary Online – their dedicated web service 15

  16. Using voting handsets at meetings maximises attendee experience “We’ve now used the handset voting system at the ANZ AGM since 2006. It’s easy for the shareholder, and enables the votes cast electronically at the meeting to be tallied and displayed instantly at the meeting – this is a significant improvement compared with using voting cards and has most certainly enhanced the AGM ‘experience’ for those in attendance.” JOHN PRIESTLEY – ANZ COMPANY SECRETARY 16

  17. Fewer companies received a first strike in 2012 than in the previous year Data source: 2012 AGM results (all companies), Financial Review Business Intelligence, January 2013 17

  18. 25 companies received a second strike in 2012 18

  19. The practical application of the two strikes legislation puzzles many 19

  20. Four key recommendations to CAMAC from Computershare’s submission • To support market transparency, institutions and nominees should be encouraged to use designated accounts rather than pooled accounts. • Regulatory change that allows companies to require securityholders to opt in to receive physical proxy material and Notices of Meeting. • We do not recommend moving the record date as it will introduce concerns about people voting who are no longer securityholders by the time the meeting takes place. • Allow ‘hybrid’ meetings – a combination of the physical and online AGM. But it should be the company’s choice.

  21. When they are offered in other regions, virtual meetings prove to be increasingly popular

  22. What is happening around the globe • Canada • TSX - Stricter voting on election of directors to improve corporate governance principals, all directors elected annually • Notice and Access • India • Legislation only now just allows despatch AGM docs by email • Compulsory for top 500 listed companies to record an email address, where provided, for the distribution of electronic AGM docs • China & Hong Kong • An increase of more than 44% in shareholder attendance from 20011 attributed to renewed interest by investors • Number of shares voted has declined over the same period

  23. What is happening around the globe • United Kingdom • Issued capital voted has risen by 2.6% since 2010 in FTSE 350 • 5% increase in FTSE100 companies experiencing a high degree of opposition to remuneration resolutions • UK is considering additional legislation in the future to give shareholders more say over remuneration policies • Ireland • Increased participation in meetings during 2012, voting in greater numbers and noticeably more verbally challenging of Boards at AGMs. • Increase in the use of proxy solicitation services

  24. The growing influence of social media is driving global compliance changes • United States • SEC has recently ruled to allow companies to use social media to make IR announcements as long as people are aware the company will use those platforms • Closely on the heels of Netflix CEO who faced possible SEC action after disclosing monthly view figures via his personal Facebook account without the company making a public announcement • South Africa • Recently ruled that legal papers can be served by Facebook

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