Vote Confirmation Update
In our recent blog – September's Shareholder Rights Revolution - we discussed the new requirements introduced into the Companies Act 2006, regarding post-meeting 'vote confirmations'. In this update, we're letting you know we can assist Issuers to provide post-meeting vote confirmations. These could be requested by a registered shareholder or a third party authorised to act for the shareholder.
As discussed in September's blog, the obligation to provide confirmations to shareholders who request them, is only applicable to traded companies who determine the results of their resolutions at general meeting by means of a poll.
We previously referenced the potential for Euroclear to make CREST system changes to facilitate both the requesting of a vote confirmation and the return to the shareholder of the confirmation itself. However, Euroclear have since announced they won't be making any enhancements until the first quarter of 2021 at the earliest. As such, we have put in place measures to be able to comply in alternative ways, with the potential to adopt the CREST system changes if they are applied. We have engaged with a range of parties to develop the below processes.
Registered shareholders (i.e. those whose name appears on the register of members) may contact us and request a post-meeting vote confirmation up until 30 days after the date of the meeting. This timeframe is in line with the requirements of the legislation.
When requesting a confirmation, the shareholder may be asked to confirm:
- Full name the shareholding is registered in
- Their unique shareholder reference number (or Participant and Member Account details in the case of CREST holders)
- The email address for the confirmation to be sent to
- The name of the issuer and date of the meeting they wish to receive a confirmation for
Once this is confirmed, an email will be sent to the shareholder within 15 days of either their request or the date the poll results are announced to the market, whichever is the latest. Once again, this 15 day timeframe is stipulated within the amended Companies Act.
Authorised Third Party Requests
Where a shareholder has authorised a third party to act on their behalf (e.g. a proxy voting agent), we will be asking those parties for evidence that they are authorised to act on behalf of the registered shareholder before providing vote confirmations. We also anticipate working proactively with them to identify all the accounts they are authorised to represent. This means we can generate the required information for them routinely and without the need for requests to be made for individual shareholder meetings. This confirmation will enable them to satisfy any requests they receive from their clients (the registered shareholders) via electronic or other means.
Our ability to assist Issuers with their obligation to provide confirmations is based on Computershare's commitment to support the shareholder meeting to its conclusion, including the management of any poll. Please note that where an Issuer holds their shareholder meeting without Computershare in attendance, we will not be able to provide confirmations and any confirmation requests we receive for such meetings will be forwarded onto the Issuer. This is also true when conducting any associated supporting activities (i.e. registration, poll tabulation.)
If you have any further questions regarding our approach to this aspect of the Shareholder Rights Directive, please contact your Client Manager or email our UK industry team.