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Public Register Methodology

Public Register Criteria

A company will be included on the Public Register if:


*The GC100 and Investor Group Directors' Remuneration Reporting Guidance 2016 states that, as a guideline, a vote against of 20% should be treated as significant.


Information Displayed

The Register presents the following information:


Update

At the time of launch the Public Register includes data for AGM and GMs held in 2017. The Register is updated on a regular basis and without notice. The last update of the Register is disclosed on the Public Register home page.


Repeat Offenders List Criteria

A company will be included on the Repeat Offenders list if they appeared on the Public Register in two consecutive years for the exact same resolution.

Companies that delist following their inclusion on the Public Register will not be displayed on the Repeat Offenders list.


Contact Details

Companies can notify the IA of any public statements they have made in relation to a shareholder vote by emailing a link to the webpage to: public.register@theia.org.

Further questions on the methodology or approach can also be addressed to public.register@theia.org

Media enquiries should be directed to press@theia.org



Notes on methodology


Scope

The Public Register covers the constituents of the FTSE All-Share Index. This scope was chosen as it covers approximately 98% of the UK’s market capitalisation, and also because all companies with a Premium Listing of equity shares in the UK are required under the Listing Rules to report in their annual report and accounts on how they have applied the UK’s Corporate Governance Code.

The Public Register covers any meetings (AGMs or GMs) of companies if they are a constituent of the All-Share Index at the time of the meeting.


Data

Data relating to the results of meetings has been sourced from the National Storage Mechanism (provided by Morningstar) and from Company websites.


% For* This is the percentage of legally recorded votes cast "For" the resolution at the meeting
% Against* This is the percentage of the legally recorded votes cast "Against" the resolution at the meeting
% Withheld This is the percentage of votes that were marked "Withheld" or abstentions from the total number of votes cast at the meeting
% Issued Share Capital Voted This information is only included where a percentage is given in the meeting results announcement

Withdrawn Resolutions

For the purpose of the Register, withdrawn resolutions are resolutions which had been announced in a company’s Notice of Meeting, and were subsequently withdrawn for consideration prior to the conclusion of the Meeting. Withdrawn resolutions have been included on the Register in order to provide full coverage of any activity that has affected the Meeting and its outcomes.

Resolutions which have been withdrawn due to the death of a director will not be included on the Register.


Shareholder Dissent & Board Recommendations

The Public Register will list companies that have a 20% vote against the Board recommendation for that vote, irrespective of whether the Board recommendation is for or against.


Company Responses

The following explains the designation of “Yes” and “No” in the final two columns.


Q1 - “Statement in Results?”

Full Question:

When announcing the results of voting has the company made a statement explaining what actions it intends to take to understand the reasons behind the vote result?

In order to provide data for this question, the results of meeting for the company were analysed for any mention of the company’s future actions to be taken subsequent to the vote result in relation to the significant vote against.

If this is included in a separate announcement, this will be noted on the Register.


Q2 - “Additional Statement?”

Full Question:

Has the company made a statement outlining the actions taken following the vote result and the outcomes of those actions?

Companies who are included on the Register have the ability to provide additional public statements regarding actions in relation to any significant votes against or withdrawn resolutions. This statement should either be provided via either RNS or as a statement on the company’s website. Where a subsequent meeting seeks to specifically address an issue, the statement may be included in the notice of meeting. A link to this public statement is included in the adjacent column. The Register will not make editorial judgements regarding the content or quality of any such public statement.

The Investment Association has produced guidance for companies, setting out what investors would like to see from these additional statements. This guidance can be found here.


Withdrawn resolutions

Q1 - “Statement in Results?”

Full Question:

Has the company explained why the resolution was withdrawn, either when announcing the results of voting, or in a separate announcement at the time?

For this question, a statement in either the results of the meeting and any separate announcement explaining why the resolution was withdrawn will be included.


Q2 - "Additional Statement?"

Full Question:

Has the company noted what actions it has taken following the withdrawal of the resolution and the outcomes of those actions?

As with companies who have experienced significant dissent, in some cases companies who have withdrawn their resolution will take action in response to the shareholder views that caused them to withdraw the resolution. A statement, outlining the company’s actions following the withdrawal of the resolution, can be included on the Register in the same way.

This statement should either be provided via either RNS or as a statement on the company’s website. Where a subsequent meeting seeks to specifically address an issue, the statement may be included in the notice of meeting. A link to this public statement is included in the adjacent column. The Register will not make editorial judgements regarding the content or quality of any such public statement.


Further questions on the methodology or approach can also be addressed to public.register@theia.org