Proxy Advisors

The Proxy Advisors (Shareholders’ Rights) Regulations 2019 (Proxy Advisors Regulations, or the regulations) transpose into UK law Article 3j (transparency of proxy advisors) of the Shareholder Rights Directive (as amended by the Revised Shareholder Rights Directive II (SRD II)).

SRD II aims to improve the stewardship of companies based in the UK, elsewhere in the European Economic Area (EEA) and Gibraltar by increasing shareholder engagement.

Through voting responsibly on important decisions related to the governance or strategy of the companies in which they invest, institutional investors play an important role in robust stewardship. 

Requirements for proxy advisors

The Proxy Advisors Regulations require proxy advisor firms that have their registered or head office in the UK to disclose certain information about the way they run their business.

The regulations also impose disclosure obligations on firms that provide proxy advisor services through an establishment located in the UK if they do not have a registered or head office in the UK, elsewhere in the EEA or Gibraltar.

These disclosures aim to increase the transparency of proxy advisor services.

Under the Proxy Advisors Regulations anyone who was a proxy advisor on 10 June 2019 or who becomes a proxy advisor at any time before 25 March 2020, must tell the FCA by 1 April 2020 if they believe they fall within the scope of the regime, so that they can be included on a public list.

A person who becomes a proxy advisor on or after 25 March 2020 must notify the FCA within 7 days of becoming a proxy advisor.

Proxy advisors in-scope of the regime must make the following disclosures:

• If they provide services by reference to a code of conduct, the proxy advisor must disclose the code of conduct which they apply, and report on the manner in which the code has been applied; where they depart from any recommendations in the code, the proxy advisor must state which recommendations are involved and why they depart from them and they must indicate any alternative measures adopted. Where no code of conduct is applied, they must provide a clear explanation why this is the case. This information must be published no later than 21 June 2019, made available free of charge on the proxy advisor’s website and updated annually.
• Information on the preparation of research, advice and voting recommendations. This includes, amongst other things:
  • the essential features of the models and methodologies applied
  • the main sources of information used
  • the procedures in place to ensure that the research, advice and voting recommendations are of adequate quality and prepared by suitably qualified staff
  • whether the proxy advisor has a dialogue with companies which are the subject of the research, advice or voting recommendations or others who have a stake in that company and, if so, the extent and nature of that dialogue.
    This information must be published on the proxy advisor’s website and be freely available for 3 years following publication. It must be published for the first time before the end of the proxy advisor’s first financial year starting after 10 June 2019.
• Identify and disclose, without delay to their clients, any actual or potential conflicts of interests or business relationships that may influence the preparation of the proxy advisor’s research, advice or voting recommendations and the actions they have undertaken to eliminate, mitigate or manage the actual or potential conflicts of interest.

Proxy advisors are not regulated or authorised by the FCA under the Financial Services and Markets Act 2000 (FSMA).

For more information on the regulatory regime for proxy advisors please refer to The Proxy Advisors (Shareholders’ Rights) Regulations 2019 and HM Treasury’s Explanatory Memorandum.

How to contact us if you are a proxy advisor

Joining the public list of proxy advisors

We operate a notification regime for in-scope proxy advisors. If you consider that you fall within the scope of the regime, contact us at [email protected] to notify us and to apply to be included on our public list.

To help us establish whether you are an in-scope proxy advisor, your notification should include: a description of the services you provide, the details of your corporate website and answers to the following questions: 

1. Is your registered office (or where you do not have a registered office, your head office) in the UK? If so, please provide the address.
2. If your registered office or head office is not in the UK, another EEA State or Gibraltar, do you provide proxy advisor services through an establishment located in the UK? If so, please provide additional details.
3. Do you provide proxy advisor services to shareholders with respect to the shares of any company whose registered office is in the UK, another EEA State or Gibraltar, and whose shares are admitted to trading on a regulated market in the UK, another EEA State or Gibraltar?
4. Are you a proxy advisor within the meaning of point (g) of the Shareholder Rights Directive? ie are you a legal person that analyses, on a professional and commercial basis, the corporate disclosure and, where relevant, other information of listed companies with a view to informing investors’ voting decisions by providing research, advice or voting recommendations that relate to the exercise of voting rights? 

Once we have received this information we will contact you to discuss your application.

The FCA is currently consulting on the fees which proxy advisors admitted to the public list will have to pay.

Where proxy advisor services are provided by more than one entity within a group, please provide notice and answer the questions above in relation to each.

Other notifications to the FCA

You should also contact us at [email protected] if you are a proxy advisor and you: 

• are unable to comply with, or have contravened, a relevant requirement of the regime 
• have ceased to be a proxy advisor

Effect of EU Exit

In October 2019, HMT made the Cross-Border Distribution of Funds, Proxy Advisors, Prospectus and Gibraltar (Amendment) (EU Exit) Regulations 2019 which come into force on exit day. 

These Regulations make a number of changes to the Proxy Advisor Regulations. 

One of the effects of the changes relates to who will be an in-scope proxy advisor for the purposes of the Proxy Advisor Regulations. In particular, after EU Exit, a person will be an in-scope proxy advisor if:

• they provide proxy advisor services with respect to the shares of a company which has its registered office in the UK or Gibraltar, where those shares are admitted to trading on a UK regulated market or a Gibraltar regulated market; and
• either they have their registered or head office in the UK, or they have their registered or head office outside the UK or Gibraltar, but they provide proxy advisor services through an establishment in the UK.

How to tell us about a breach

If you believe that a proxy advisor has breached a requirement of the parts of the Proxy Advisors Regulations relating to transparency (see part 2 of the regulations) or the public list of proxy advisors (see part 6 of the regulations, you can tell us by writing to us at: Primary Market Oversight Department, Financial Conduct Authority, 12 Endeavour Square, London E20 1JN, or [email protected].

You should provide as much detail about which requirement you consider has been breached and how it has been breached. 

How we will act on reports of breaches

We will review the information and decide whether or not to take further action, including the use of our statutory powers. 
If, as a result of investigation, we find that a proxy advisor has breached a relevant requirement, we can use our statutory powers under the Proxy Advisors Regulations to impose sanctions on the proxy advisor, such as financial penalty and public censure.

What we cannot do following reports of breaches

We cannot review matters that go beyond our statutory remit and powers granted to us in relation to proxy advisors. 

Confidentiality of proceedings

We value the information we receive, but for several reasons we’re unlikely to discuss what action, if any, we propose. 

Our policy is to say publicly whether or not we are reviewing or investigating a matter only in exceptional circumstances, as set out in section 6 of our Enforcement Guide in the FCA Handbook.

The Proxy Advisors Regulations require us to comply with the confidentiality restrictions in FSMA. We cannot therefore disclose to third parties the outcome of any discussions with a proxy advisor.

As a result, we do not enter into an ongoing discussion about any action we take.

List of Proxy Advisors: last updated 30 March 2020