Companies Act 2014

F427 [ Transparency of proxy advisors

1110K

1110K. (1) Where a relevant proxy advisor applies a code of conduct, it shall publicly disclose, on an annual basis

( a ) a reference to the code of conduct, and

( b ) a report on its application of the code of conduct.

(2) Where a relevant proxy advisor does not apply a code of conduct, the relevant proxy advisor shall, on an annual basis, publicly disclose a clear and reasoned explanation for its failure to do so.

(3) Where a relevant proxy advisor applies a code of conduct but departs from it, the relevant proxy advisor shall publicly disclose, on an annual basis

( a ) the ways in which the code of conduct was departed from,

( b ) an explanation for the departure from the code of conduct, and

( c ) any alternative measures adopted by the relevant proxy advisor.

(4) ( a ) Subject to paragraph (c) , a relevant proxy advisor shall publicly disclose the following information in relation to the preparation of its research, advice and voting recommendations:

(i) the essential features of the methodologies and models applied;

(ii) the main information sources used;

(iii) the procedures put in place to ensure the quality of the research, advice and voting recommendations and qualifications of the staff involved;

(iv) whether and, if so, how the relevant proxy advisor took national market, legal, regulatory and company-specific conditions into account;

(v) the essential features of the voting policies applied for each market;

(vi) whether the relevant proxy advisor has dialogues with the companies, and the stakeholders of the companies, which are the object of the relevant proxy advisor s research, advice or voting recommendations and the extent and nature of those dialogues;

(vii) the policy regarding the prevention and management of potential conflicts of interest.

( b ) The information specified in this subsection shall be made publicly available throughout a period of at least 3 years from the date of publication.

( c ) Where the information specified in this subsection forms part of a public disclosure under subsections (1) to (3) , the relevant proxy advisor may elect not to disclose that information separately under this subsection.

(5) A relevant proxy advisor shall identify and, as soon as practicable, disclose to its clients

( a ) any actual or potential conflicts of interest or business relationships that may influence the preparation of the relevant proxy advisor s research, advice or voting recommendations, and

( b ) the actions the relevant proxy advisor has undertaken to eliminate, mitigate or manage the actual or potential conflicts of interest.

(6) A requirement in this section to publicly disclose any matter shall be read as a requirement to make the matter available free of charge on the website of the relevant proxy advisor that is subject to the requirement.

(7) In this section, relevant proxy advisor means a proxy advisor

( a ) that provides services to shareholders with respect to shares that are admitted to trading on a regulated market in any Member State, and

( b ) in respect of which the competent Member State, within the meaning of Article 1(2)( b ) of the Shareholders Rights Directive, is the State. ]

Annotations

Amendments:

F427

Inserted (30.03.2020) by European Union (Shareholders’ Rights) Regulations 2020 (S.I. No. 81 of 2020), reg. 7, in effect as per reg. 1(3).