We are consulting on changes to the Decision Making and Penalties Manual (DEPP) and the Enforcement Guide (EG). Our proposals cover our new responsibilities over proxy advisors.
The revised Shareholders Rights Directive (SRD II) sets out to strengthen the position of shareholders and to ensure that decisions are made for the long-term stability of a company. It sets out new transparency obligations on proxy advisors.
The Proxy Advisor (Shareholder’s Rights) Regulations 2019 implement that part of SRD II which relates to proxy advisors. The Regulations aim to encourage greater transparency in the way in which they carry out their work and provide proxy advisor services. Under the Regulations, proxy advisors must:
We are designated as the competent authority over proxy advisors. We propose to apply our existing enforcement processes where we investigate and take action under the Regulations so that we broadly mirror our approach to conducting investigations and sanctioning under FSMA.
This consultation paper will be of interest to anyone who may be subject to the Regulations or anyone who uses the services of proxy advisors. This will include (but is not limited to):
This consultation has now closed.
We intend to publish responses and our final rules in Autumn 2019.