Companies Act 2014
F427 [ Transparency of proxy advisors
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. ]
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).