Overview of the 2012 AGM Season

1. THE AGM SEASON REVIEW
2012
Steve Banfield and Colin Clark
Client Relationship Directors
Computershare Investor Services PLC
27th September 2012

2. OVERVIEW
Proxy Trends
› Electronic proxy appointments
› Electronic vs. paper voting
› Shareholder opposition
The ‘Shareholder Spring’
› Social media and shareholder activism
› The rise and rise of proxy advisors
Latest UK Developments
› Technology and legislation
The Global View
2

3. PROXY TRENDS
Percentage of issued share capital lodged as proxies
3

4. ELECTRONIC PROXY APPOINTMENTS
Percentage of clients offering electronic proxy facility
4

5. ELECTRONIC VS. PAPER VOTING
Percentage of shares voted paper vs. electronic
5

6. REMUNERATION
Opposition to remuneration resolutions across the FTSE100
Almost 5% rise in
high levels of
opposition
Over 6% rise in
moderate levels of
opposition
Over 11% reduction
in low levels of
opposition
6

7. SOCIAL MEDIA AND SHAREHOLDER ACTIVISM:
BE PREPARED
Examples of tweets sent by @FairPensions this season:
7

8. WHICH SHAREHOLDERS VOTED?
8

9. HOW DID THE PROXY ADVISORS RECOMMEND?
9

10. TECHNOLOGY DEVELOPMENTS
Virtual Meetings
› Allowed under UK company law and technology available
› Virtual attendees retain same rights as if they were present
› Current lack of demand in the UK
› Adoption of virtual meetings in Europe (Denmark) and the US
› First entirely virtual meeting in the UK in 2013?
Handset voting
› Trends for voting differently on resolutions
› AGM votes should be fast, accurate and transparent
› 34 of the UK’s FTSE 100 use handset voting technology at their
AGMs
10

11. MOBILE VOTING AND QUICK RESPONSE CODES
› Smart phones increasingly used for accessing the internet
› eProxy votes received from mobile devices.
› Quick Response (QR) code added to AGM material
› Automatic connection to online proxy appointment system.
› QR codes already in use in Australia
› Due for launch across US and Europe for 2013
11

12. UK LEGISLATION
Proposed package of reforms designed to “strengthen the hand of
shareholders to challenge excessive pay.”
In summary, the proposals will mean:
› Shareholders given binding vote on executive pay policy
› Shareholders given advisory vote on application of pay policy in the
previous year
› Companies required to report on how they have implemented their
pay policy
New rules apply to companies with year ends starting after October
2013
12

13. GLOBAL REVIEW
Proxy and meeting trends
› Attendance figures vary significantly - impacted by local change
› Increase in lodged proxy votes seen across the globe
› Electronic voting has increased vs. paper - exceptions due to local
legislation
Emerging trends
› Virtual meetings - many countries adopted or adopting similar
legislation to the UK
› Executive remuneration - sentiment echoed across the globe
› Australia ‘Two Strikes’ and US ‘Say on Pay’
13

14. SUMMARY
› Activism is on the increase
› Voting levels are increasing, but still room to make more use of
electronic channels
› UK not out of line with global trends
› Be mindful of the impact of Social Media and new technologies
› Understand the make up of your Register, the Voting Chain and the
influence of Proxy Advisors
› Legislation is changing, so building trust between Issuers and
Investors will be crucial to ensure Resolutions are passed

15. Questions?

16. THE AGM SEASON REVIEW
2012