The Board and the Proxy Advisor


The AGM is the formal expression of shareholder decision making and support, or otherwise, for the Board, including the approval of audited accounts, the appointment of Directors, remuneration, and increasingly also the company’s plans to reduce its carbon emissions.

The format and scale of AGMs vary from jurisdiction to jurisdiction, but the importance of the AGM in the Board calendar should not be underestimated. Fidelio sees this both in our Board Search practice, where Board tenures typically start and conclude at the AGM, as well as in our Board Evaluations. Without a doubt an important aspect of Board effectiveness for listed companies is the ability to navigate the AGM. To that end Fidelio recently hosted a webinar ‘The Board and the AGM Season’. We were joined by both Non-Executive Directors and Company Secretaries with many excellent questions, a large number of which related to proxy advisors. Given the influence that proxy advisors exert over what can be a significant percentage of shareholder votes, their recommendations can substantially affect outcomes. In this Overture we explore what Board Members need to know about the role of the proxy advisor, the practicalities of engagement and the importance of effective communication. Key themes include:

  • Global Investment and the Rise of Proxy Advisors

  • Hot Topics for the Proxy Advisory Firms

  • The Role of the Board

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