RD:IR Sponsors Best Communication Award at the AIM Awards 2015

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We are pleased to announce our involvement with this year’s AIM Awards, now in its twentieth year. The event will take place on the evening of Thursday 8th October 2015 at Old Billingsgate in the City of London and RD:IR will be sponsoring the ‘Best Communication Award’.

Each year the AIM ‘club’ gathers to celebrate outstanding achievement on the world’s most successful growth market. Sponsored by PwC, the Awards identify the quoted companies and entrepreneurs who have harnessed AIM to help them fulfil their ambition and growth potential in the last twelve months.

 

1H 2015 RD:IR Proxy Round-Up

 

 

The UK M&A market saw an upturn in 2014 and this positive momentum continued into the beginning of 2015. RD:IR in turn began the year by carrying out two M&A proxy solicitation campaigns, the first for Salamander Energy plc and the second for Friends Life Group Ltd.

Salamander Energy plc, a FTSE 250 Asia-focused oil exploration company, reached an agreement to be acquired by Ophir Energy plc in an all share deal in November 2014, to be effected by a Court-sanctioned scheme of arrangement. The scheme required the approval of Salamander shareholders at both a court meeting and a general meeting in February. Our campaign to Salamander institutional investors helped ensure the successful passing of all resolutions at both meetings, with a large majority of 95% of Salamander shareholders voting in favour of the takeover.

Continuing the M&A trend, Aviva plc agreed to buy Friends Life Group Ltd in December 2014 in an all-share deal between the two FTSE 100 companies. The deal, worth £5.6bn, created the largest UK insurance deal since 2000.

RD:IR conducted a proxy solicitation campaign to Friends Life institutional shareholders to ensure maximum voting. This resulted in more than 99.9% of Friends Life shareholders voting at the general meeting to support the deal, which overwhelmingly passed the 75% threshold required for the two companies to combine.

During the AGM proxy season RD:IR was pleased to provide proxy and corporate governance services to a number of clients, among them: Tullow Oil plc, bwin.party digital entertainment plc and Faroe Petroleum plc.  

If you wish to enquire further about our shareholder communication services please contact Yolande Lundy (Proxy Research Manager) on yolande.lundy@rdir.com / +44 20 7492 0527

IR Magazine Awards – Europe 2015

The evening of Tuesday 30th June saw the annual ‘IR Magazine Awards – Europe’ take place at The Troxy in London’s East End. Hosted by broadcaster and journalist Jeremy Vine, the event attracted the cream of IR teams from across Europe.

 

 

 

 

 

Each year the Awards are designed to celebrate the successes of individuals and companies that are leading the way in the IR community. The ‘Categories’ and ‘Best in Sector’ awards pit IR teams and individuals on a pan-European level and additionally, ‘Regional’ awards are available for companies which are deemed to have shone that year in their respective regions. The winners are identified by research collected from the investment community in the six months leading up to the event by IR Magazine.

The big winner on the night was Danish multinational pharmaceutical company, Novo Nordisk, whose IR team picked up the grand prix for best overall investor relations (large cap), in addition to best financial reporting, best sustainability practice, best in sector for healthcare and the regional award for Northern Europe. 

Several of RD:IR’s clients were shortlisted for awards and we were thrilled when the IR team at BT Group plc won the sector award for Technology and Communications. 

BT Award_B&W

 

 

 

 

 

Pictured here: BT’s Damien Maltarp & Evelyne Bull with RD:IR’s Senior IR Consultant Philippe Ronceau

A full list of winners can be found on the IR Magazine website here.

 

 

The Divestment Movement: Where do Investors Stand?

WHITE PAPER

Discover where investors stand on climate change and the divestment movement by downloading our White Paper at the bottom of this post. You can also discover how RD:IR can overlay your ownership information on our proprietary investor relations platform, IR InTouch, with insight into the ESG principles of your investors.

  • The divestment movement has gathered considerable traction over the past year and it is forcing investors to evaluate their position on fossil fuel investments. 
  • As world leaders prepare to meet in Paris in December this year for the annual UN Climate Change Conference COP 21, stakeholders hope that a global carbon pricing system will result to guide policy and planning for carbon dioxide emissions reductions.
  • The role of investors is evolving; many see both a moral case and a superior investment case for companies with sustainable business plans involving less carbon extraction and less carbon consumption.
  • Investors are looking to understand their carbon exposure and develop strategies to reduce, offset and hedge against risk without relinquishing engagement opportunities.
  • Companies must be aware of shareholder sentiment, initiatives and research, as well as possible regulatory changes, in order to communicate effectively with investors.

Download Paper here:

The Divestment Movement – Where do Investors Stand – RDIR

IR Society Corporate Governance Review Seminar

As moderator for yesterday’s IR Society seminar focusing on current trends in Corporate Governance, Richard Davies assembled a superb panel of speakers to address the 40-strong audience. 

Corporate Governance

Beginning with experts from corporate governance trade bodies, Will Pomroy, Policy Lead: Corporate Governance & Stewardship at NAPF, opened the seminar with discussion of Pension Funds and Environmental Social Governance (ESG).

Pension Funds (PFs) outsource management to Investment Managers, but are still very keen to ensure that they carry out stewardship responsibilities as asset owners – by making their own informed voting decisions, for example. NAPF have been facilitating communication between the PFs and their Investment Managers – through Stewardship Accountability forums – to emphasise what is important to them. Perhaps surprisingly, in a recent survey conducted by the NAPF, 90% of PFs agreed that ESG factors have a material effect on investments.

The Investment Association’s (IMA), Director of Corporate Governance & Engagement, Andrew Ninian, revealed that whilst Remuneration has dominated discussions in recent years, issues surrounding Board effectiveness are one of the largest agendas facing the IMA today. He stressed the need for long-term decisions to be made by the right people on a company’s Board and that this is crucial to its investors. Ninian also spoke about the increasing requirement for diversity within Boards and a requirement for a matrix of skills. He described a pressing concern pertaining to the lack of ‘Board-ready’ candidates available to ‘step up’, and suggested companies need to be more willing to expose their senior executives to Board activity and decisions, in order to prepare them for Director roles. He emphasised the importance of the role of the Chairman, referring to the position as the ‘lynchpin’ of the Board and that ultimately, the Chair is responsible for the cohesiveness of the Board.

George Dallas, Policy Director at ICGN (International Corporate Governance Network), an investor-led membership body, spoke about the role of ICGN in fostering partnerships between companies and investors, rather than seeing the relationship as ‘us and them’. The ICGN operates a number of policy committees and is at the forefront of governance thinking: it produces frequent ‘Viewpoint reports’ on topical governance themes

Peter Swabey, Policy & Research Director of ICSA (Institute of Chartered Secretaries & Administrators) offered insight into the role of the Company Secretary and touched on trends within corporate governance. Peter suggested the CoSec role:

  • delivers strategic leadership
  • adds significant value as a bridge in the boardroom between the executive team and the non-executive team
  • facilitates the delivery of organisational objectives
  • occasionally referred to as ‘wise friend and counsellor’ of non-execs

According to ICSA, the role of Company Secretary is increasingly outwardly-focused with many CoSecs currently involved in investor engagement and corporate communications. The role has developed beyond the administrative function of old. Peter warned of the conflict of interest in combining the roles of Head of Legal or General Counsel and CoSec, suggesting they should remain separate entities.

Before concluding, Peter referred to the PSC Register (Person of Significant Control), created as part of the Small Business, Enterprise & Employment Bill, due to come into effect in April 2016. All companies must disclose their beneficial owners via the register, defined by BIS as:

  • Those with ownership of more than 25% shares
  • Those with ownership of more than 25% voting rights
  • Ownership of right to appoint or remove a majority of the board of directors
  • Right to exercise significant influence or control
Sustainable Investments and ‘Impact Investing’

The following two speakers, Simon Howard, CEO of UKSIF (UK Sustainable Investment & Finance Association) and Tomas Carruthers, CEO of Social Stock Exchange, focused on the potential for investors to drive sustainability through investing into businesses that positively impact the environment and society.

According to Simon Howard, investing in companies with sustainable business practices is imperative from a financial point of view, as well as any sort of ethical one. He explained that an increasing number of investors are concerned by how businesses, especially in the oil and gas sectors, plan to transition to a low carbon economy. He mentioned how the ‘Aiming for A’ coalition saw shareholders successfully campaign for BP to report on its progress in this respect and in relation to climate change, through the submission of a shareholder resolution. Addressing his audience, he suggested that, based on his experience, the longevity of IR teams in comparison to that of individual CEOs, could present an opportunity for investor relations professionals to be the ‘conscience of the company’.

Tomas Carruthers, spoke passionately about his pioneering organisation, the Social Stock Exchange (SSX), as an alternative to the traditional route to capital-raising. The Social Stock Exchange is the world’s first regulated stock exchange with RIE status and seeks to “bridge the gap between the increasing desires of businesses to make a difference, alongside making a profit.” His passion for ‘impact investing’ evident, he described how the SSX offered small cap companies a platform to increase their visibility and attract “capital at scale, via a growing community of global impact investors.”

Currently led by a retail investor base, ‘impact investing’ has enjoyed an explosive growth in the last five years. Research has pointed to Millennials as the driving force within this investment area. Since 2012 there has been a 60% rise in the global growth of market for sustainable investments (*Global Sustainable Investment Review, Global Sustainable Investment Alliance, Feb 2015). 

Voting, Governance and Stewardship

This four-strong panel of experts included, Mike O’Sullivan of Glass Lewis & Co, Sarah Wilson of Manifest, Anita Skipper of Aviva Investors and Diandra Soobiah of NEST. Each speaker gave insight into their organisation’s role and the trends they perceive with regard to voting and stewardship, and the integration of corporate governance research within investment firms. Mike O’Sullivan and Sarah Wilson distinguished between their work as proxy advisory agencies. O’Sullivan noted that Australia has proved a leader in best-practice, and that experiences could prove relevant and beneficial for the UK going forward. Sarah Wilson attacked what she perceives as ‘zombie voting’, which in effect dilutes the efforts of shareholders who do make informed decisions. There was agreement across the panel with regard to the challenge shareholders face in responding adequately to the volume of meetings and resolutions proposed. This led to suggestion that perhaps shareholders might proceed by focusing on a reduced number of holdings, where issues can be examined in detail, rather than prioritising quantity over quality.

Anita Skipper, in accordance with Sarah Wilson, highlighted the importance for investors to develop and implement their own voting guidelines in light of the fact that not all shareholders have the same views and solutions. Anita, who is a Corporate Governance advisor to Aviva Investors, commented on the firm’s progress on integrating responsible investment practices within the investment and stewardship process. There is a perception that across the industry there needs to be better communication between fund managers and their corporate governance teams to optimise the sharing and incorporation of research and industry developments.

Diandra Soobiah spoke about the importance of integrating ESG as a risk governance strategy and carrying out stewardship responsibilities for NEST as a defined contribution pension scheme. For NEST, the National Employment Savings Trust, the incorporation of ESG issues reflects the Trust’s long-term horizon, which in turn represents the expectations and concerns of its members. NEST not only engages with investee companies as part of its stewardship strategy but with regulators and standard setters, and, crucially, its fund managers too.

Ethics and Governance

Peter Montagnon, Associate Director of IBE (Institute of Business Ethics) and a member of RD:IR’s Advisory Board, closed the seminar by providing the audience with anecdotal insight into the importance of ethics in business. He emphasised the need for companies to have a business model that reflected their core values and that if the two are not aligned, a company risks entering into very muddy waters. He went on to the say that values and culture must drive a company’s behaviour and that this should come from within a company. Not only should investors demand transparency on ESG progress, but the CEO in particular must provide a beacon of light and an example for employees to follow. 

 

For more information regarding IR Society events please visit their website here.

 

Authors: Sarah Blackshaw & Alice Essam