L’Association Pensions and Lifetime Savings du Royaume-Uni (UK) vient de produire son document de recommandations concernant les politiques de gouvernance à respecter en matière de votation.
Ce document fait état des meilleures pratiques contemporaines de gouvernance. Le but recherché est de promouvoir le succès à long terme des compagnies dans lesquelles les membres de l’association investissent, et de s’assurer que le conseil et la direction des entreprises concernées sont redevables envers les actionnaires.
Le document (PDF), dont il est question ici, présente un résumé très complet des principes de gouvernance à respecter, notamment en rappelant les principes de gouvernance du code UK et en présentant différentes recommandations eu égard au leadership, à l’efficacité, à l’imputabilité, à la rémunération et aux relations avec les actionnaires. Le document présente ensuite un ensemble de résolutions concernant les recommandations de votation.
Je vous invite à prendre connaissance de ce document de 46 pages. De plus, le document indique les coordonnées des sites Internet les plus pertinents* :
Corporate Governance Policy and Voting Guidelines
Corporate governance is about ensuring that appropriate structures and individuals are in place in order to enable effective, entrepreneurial and prudent management, in turn delivering sustainable business success. It is not a matter of box ticking or compliance; indeed a compliance mind-set can undermine good corporate governance.
As articulated within the 2014 UK Corporate Governance Code (the « Code »), corporate governance is in essence about « what the board of a company does and how it sets the values of the company ». An effective board is therefore crucial and should be composed of a diverse grouping of directors each of whom is committed to contributing to the governance and long-term success of the company.
Truly effective corporate governance is reliant upon a company’s willingness to engage with the spirit of the Code rather than simply about compliance with its Principles. In parallel it is equally important that investors play their part and take their responsibilities seriously, monitoring, engaging with and ultimately holding accountable those individuals whom they have elected to the board.
Assessments of corporate governance should be formed through the lens of directors’ duties as set out in the Companies Act 2006. To restate, these include, in particular, the duty to promote the success of the company, while having regard to, amongst other things, the likely consequences of any decision in the long term; the interests of its employees; its need to foster the business relationships with customers and suppliers; the impact of its operations on the communities and environment and its desire to maintain a reputation for high standards of business conduct. As such a proactive and effective board should provide the framework for discussing, managing and driving the long-term sustainability of the company.
Boards should endeavour actively to consider how the company’s strategy, governance arrangements, performance and prospects, in the context of its external environment, lead to the creation of value in the short, medium and ultimately long term.
Building a sustainable business model should be central to the business strategy. We expect boards to explain to shareholders how they approach overseeing and managing the risks to their sustainability. In turn shareholders may well form judgments on the management of these issues which will inform their understanding of the effectiveness of the board oversight and so guide their approach to resolutions at the AGM.
The Pensions and Lifetime Savings Association’s Corporate Governance Policy & Voting Guidelines endeavour to build on the above context while remaining firmly rooted in the provisions of the Code and the underlying principles of all good corporate governance, namely, accountability, alignment, transparency and integrity.
The Guidelines aim to assist investors and their proxy voting agents in their interpretation of the provisions of the Code and in forming judgements on the resolutions presented to shareholders at a company’s AGM. While it is particularly focussed on what voting sanctions may be applied at a company meeting, a decision to vote against management should only be taken after proper consideration of the company’s explanation for non-compliance, in the light of the particular circumstances at that company and ideally after engagement.
The Association recognises that the success of the Code relies to a large part upon investors acknowledging and assuming their own stewardship responsibilities. To that end, we are firm supporters of the Stewardship Code and the mind-set that underlies it – in particular that companies with engaged shareholders will perform better over the long run.
We recognise the important role that investors play in making sure that companies genuinely feel there to be scope for explanations as well as compliance with the strictures of the Code. Where the views of boards and their shareholders differ on matters of corporate governance, it is to be hoped that constructive discussion will follow, albeit that ultimately shareholders will exercise their rights as owners to do what they see as necessary to protect their interests.
We encourage companies to make efforts to identify their long-term investors – those investing with long-term objectives rather than those involved in short-term trading – to enable regular and strategic dialogue with a critical mass of engaged investors. Equally, it is important that investors are open to engagement on the full range of substantive matters. – 5 –
The Association for its part will continue to facilitate active engagement between issuers and pension fund investors in order to discuss substantive matters of concern or company-specific issues. Among other steps, we look to initiate a proactive set of engagement dialogues for our members with relevant companies where we believe long-term value may be at stake.
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*Coordonnées des sites Internet les plus pertinents :
Pension and Lifetime Savings Association Corporate Governance and Stewardship website:
http://www.plsa.co.uk/PolicyandResearch/Corporate-Governance/NAPF-Corporate-Governance-Policy-and-Voting-Guidelines.aspxThe UK Corporate Governance Code:
The UK Stewardship Code:
http://www.frc.org.uk/Our-Work/Codes-Standards/Corporate-governance/UK-Stewardship-Code.aspx
OECD Principles:
http://www.oecd.org/corporate/oecdprinciplesofcorporategovernance.htm
ICGN Principles:
http://www.icgn.org/images/Global_Governance_Principles_2014.pdf
IVIS Guidelines:
http://www.ivis.co.uk/Guidelines.aspx
United Nations Principles for Responsible Investment:
GC100 and Investor Group Guidance on directors’ remuneration reporting
http://uk.practicallaw.com/groups/uk-gc100-investor-group
AIC Code of Corporate Governance:
http://www.theaic.co.uk/aic-code-of-corporate-governance-0
QCA Corporate Governance Code for Small and Mid-Size Quoted Companies:
Gouvernance | Jacques Grisé 