scholarly journals Strong Managers and Passive Institutional Investors in the UK

Author(s):  
Marc Goergen ◽  
Luc D.R. Renneboog
Company Law ◽  
2019 ◽  
pp. 339-374
Author(s):  
Lee Roach

This chapter examines the role and importance of general meetings, the significant body of procedural rules by which general meetings are run, and the extent to which a company's members actually engage with general meetings. Members make decisions in one of two ways: through a resolution or by unanimous assent. A resolution is simply a vote that requires a specified majority vote in its favour in order to be passed. The resolutions of public companies must be passed at meetings, whereas resolutions of private companies can be passed at meetings or via a written resolution. Two forms of general meeting existed: the annual general meeting and extraordinary general meetings. In some cases, however, companies are required to hold a class meeting in which only one class of member is entitled to attend. To encourage institutional investors to engage more, the Financial Reporting Council (FRC) has published the UK Stewardship Code.


Author(s):  
Imogen Moore

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter explores important issues in company management and corporate governance, starting by examining the role of directors and shareholders (and the relationship between them) and the separation of ‘ownership and control’. Since the early 1990s, the governance of listed companies has been dominated by self-regulatory codes (currently the UK Corporate Governance Code). This chapter examines how these codes operate and considers key themes in corporate governance, including the role of non-executive directors and auditors; the position of institutional investors; and executive remuneration.


2019 ◽  
Vol 14 (2) ◽  
pp. 279-304
Author(s):  
Petrina Tjin Yi TAN

AbstractInstitutional investors are acknowledged as an influential force in markets worldwide. As a result of increased focus on the impact from the investing and shareholding practices of institutional investors, stewardship codes were first introduced in the UK, followed by Malaysia. This article evaluates the theory and practice of institutional investor stewardship in Malaysia through functional and contextual lenses, as juxtaposed against the more established position of stewardship in the UK. Notwithstanding an analogous legal framework for shareholder rights and the textual similarities of the UK Stewardship Code and Malaysian Code for Institutional Investors, the dominance of government-linked investment companies and government-linked companies in Malaysia results in a distinct set of issues in relation to institutional investor stewardship. This article then argues that the stewardship codes are in themselves insufficient in increasing the quality and scope of institutional investor engagement as they fail to address the underlying agency conflicts between the institutional investors and ultimate beneficiaries or clients. In learning from the UK's experience, it is important that Malaysian policymakers pay attention to the overarching structural factors and incentives driving institutional investor engagement alongside the development and take-up of the stewardship code.


2018 ◽  
Vol 18 (6) ◽  
pp. 1074-1088
Author(s):  
Deborah Allcock

PurposeInvestors are called to be good stewards/trustees of their investments, often on behalf of third parties. In light of this fiduciary responsibility, and the conundrum of public criticism potentially impacting on share price, this paper aims to use the basis of the UK governance code to explore what important dialogue investors really have with their holdings to support good governance.Design/methodology/approachSemi-structured telephone interviews with eight institutional investors explore governance issues and investor company dialogue, giving insights into the aspects of the importance of their part in the UK corporate governance code.FindingsRather than being sleeping lions, investors positively engage with companies, with regular communication being high on their agenda and not always via the annual general meeting. There is a preference to engage directly with the company rather than in public view or via share dumptin. Thus, we often do not see their actions around their fiduciary duties as often they avoid public criticism or any visibility that could do reputational harm and decrease company value.Research limitations/implicationsThis dialogue was just before the point of the exposure of the financial crisis; however, it shows the importance that investors give to taking their responsibilities seriously. Importantly, it provides a springboard for further debate following the financial crises and the updates of the financial environment.Practical implicationsEven though policy seeks engagement, the nuances of the investor dialogue are under explored compared to visible quantitative metrics. This dialogue assures that investors are active, even if their engagement is not public and can be deemed as hidden.Originality/valueComplementing quantitative studies, this paper explores a qualitative approach, uniquely sharing insights into a hidden and little explored world of fiduciary dialogue.


2020 ◽  
pp. 107-126
Author(s):  
Lee Roach

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It also discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.


2005 ◽  
Vol 37 (11) ◽  
pp. 2015-2031 ◽  
Author(s):  
Gordon L Clark ◽  
Tessa Hebb

Institutional investors, primarily pension funds, drive global financial markets. The result is investors vulnerable to the risks companies face in global consumer and capital markets. Though some market risks are inevitable, others, such as reputation risk, can be mitigated through increased corporate social and environmental standards and the increased transparency that such higher standards demand. The transparency necessitated by reputation management has a dual role in monitoring corporate behaviour and providing all stakeholders (internal and external) with the information to evaluate corporate behaviour. Driving this process is the belief that higher standards of corporate responsibility pay off for investors over the long term both through potential equity premia and through risk reduction. This paper presents a model for understanding how and why institutional investors may encourage firms to adopt higher standards. To illustrate our argument, we refer to the experience of the UK Universities Superannuation Scheme (USS) strategy of corporate engagement and the attempts of the USS to encourage firms to raise their environmental standards by focusing on the climate change impacts of pension-fund investments. Investor engagement in corporate responsibility offers an insight into the role of investors in global-standard setting and global citizenship.


2016 ◽  
Vol 12 (2) ◽  
pp. 189-214 ◽  
Author(s):  
Mila Ivanova

Purpose This study aims to foster a deeper understanding of socio-ethical shareholder activism by outlining the corporate campaigning strategies of a UK-based non-governmental organisation (NGO) and by assessing their impact on both institutional investors and the practices of two multinational companies. As we move into a world where shareholder ownership is becoming more democratised, shareholder activism is gaining prominence in the USA, Europe and Asia, opening new avenues for participation in corporate governance by stakeholders such as NGOs who have traditionally been uninvolved in corporate decisions. Design/methodology/approach The article adopts a qualitative methodology and case study research design. It relies on semi-structured interviews, analysis of documents and participant observation. Findings First, the study sheds light into the ways in which NGOs are connecting themselves to the financial sector. It argues that they can pursue their political goals by framing their arguments in a way that emphasises the short-term financial risks/benefits for investors. Secondly, it demystifies the term “shareholder activism”, transforming it from an action tool belonging only to big and powerful institutions, to a tool which gives other stakeholders such as NGOs and ordinary people a real stake in companies’ affairs. What is more, the study highlights the divergent nature of institutional shareholder activist intervention in the USA and the UK. Research Limitations/implications Given the generally long-term nature of shareholder campaigns, which can sometimes span over several years, it could be beneficial to adopt a longitudinal research design. Future research can endeavour to focus on a number of different campaigns over a period that exceeds three years. Practical Implications The research has implications for NGOs adopting a shareholder activist campaigning model and for policy makers aiming to encourage investor stewardship. Originality/value The fact that the research field of NGO socio-ethical shareholder activism is relatively new and under-explored by academia, coupled with the growing incidence of the phenomenon in the UK and across the world, as well as its potential benefits for society as a whole, renders further investigation into the topic necessary.


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