D.F. King Ltd. AGM Season Review 2022

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A YEAR OF HEALTHY PUSHBACK IN A TIME OF CRISIS      

  • Average AGM participation rates in the UK remain stable year-on-year with a marginal drop to 73.91% (vs 73.98% in 2021), albeit still below pre-pandemic levels (74.30% in 2019)
  • The UK’s FTSE 100 saw 19 climate specific resolutions submitted to shareholder votes at AGMs, significantly outpacing Continental Europe
  • ESG faced a year of heightened scrutiny with questions surrounding the validity, desirability, and effectiveness of industry initiatives.

Despite a general improvement in issuer attentiveness to investor concerns and expectations on AGM items, investors’ relentless drive for greater disclosure, transparency and explanations often outstrips companies’ ability to comply with these growing demands, especially concerning remuneration. Surprisingly, investor support appears to have hit a ceiling where the growth in annual investor support on key topics has either stalled or declined, according to new research from D.F. King Ltd, Link Group’s specialist shareholder engagement team.

Topics such as climate change and diversity rekindled in intensity and carried over into the 2022 AGM season. The inevitable engagement topics for the year were unexpectedly supplemented by Russia’s unprovoked invasion of Ukraine and the subsequent crises Russia’s war has created in relation to the access to/cost of energy, strong inflation and ultimately the real possibility of a recession – not to mention how the war has influenced the general advancement of ESG. Topics at the forefront during the pandemic began to resurface such as social acceptability of executive pay quantum, financial stability of companies, and questions around trade-offs between different ESG dimensions (reducing greenhouse gas emissions vs energy sovereignty, etc.).

Climate-related AGM votes

Climate Resolutions

D.F. King’s AGM review revealed the UK’s FTSE 100 saw 19 climate specific resolutions submitted to shareholder votes at AGMs, significantly outpacing Continental Europe (France following at a distance with 11 items). Countries such as Belgium (BEL20) completely avoided the trend, and Germany (DAX + MDAX) only witnessed one misguided and somewhat unique shareholder attempt on the topic, which failed.

The sectorial composition of the FTSE 100 likely goes a long way in explaining the number of climate related proposals in the UK.

From an industry perspective, it is clear that the distribution of ‘Say On Climate’ type resolutions is very narrowly targeted: on the one hand, focused on high greenhouse gas emitting sectors such as energy, mining, industrials, etc.; and on the other hand, focused on issuers that finance or enable such companies like the banking or financial services industries for example.

The average approval rate for a management submitted climate resolution across all markets and industries is a robust 87%, including abstentions, while shareholder submitted proposals are much less successful averaging only 12.21% support.

AGM participation remains below pre-pandemic levels

AGM UK participation

Average attendance rates in the UK market (FTSE 100) dropped substantially in 2021, falling from 75.94% in 2020 to 73.98% in 2021 (below 2019 pre-pandemic levels of 74.30%). In 2022 they remain stable year-on-year with a marginal drop to 73.91%. 

ESG: a year of heightened scrutiny

There has been a flurry of negative headlines throughout the year on the ESG industry, questioning the validity, desirability and effectiveness of private sector initiatives and investor engagement in this space.

What does all this mean for the industry? Importantly, scrutiny is healthy. Whether acronyms change (there is a push to drop the use of the term ‘ESG’), ESG, a.k.a., sustainable investment, is here to stay.

The negative noise and attention will hopefully nourish continued efforts to improve the quality, comparability, methodology and reliability of ESG disclosures, metrics and analysis, both from an issuer perspective but also importantly from an investor engagement perspective.

David Chase Lopes, Managing Director, EMEA, D.F. King Ltd, comments

“In the end, the 2022 AGM season was another year underpinned by  issuers and investors lobbying hard to find common ground on key ESG topics. Both sides continue to improve but may need to reassess their scopes and methods to continue to progress in the interest of shareholders and stakeholders alike.”

“Getting AGM transparency right in 2023 would help issuers illustrate why and how their current boards remain fit-for-purpose at a time where they need to address diverse, important and sometimes contradictory challenges related to the remains of the pandemic, inflation, climate, conflict and societal pressures – the ‘PICCS’.”

“D.F. King’s experience collaborating with hundreds of UK and European issuers leaves us convinced that boards will once again rise up to the challenge of the times. Even more than in past years, those companies that know how to demonstrate to their stakeholders and their investors that they are aligned with their interests, accountable to them and striving to become more inclusive of their expectations all while maintaining sustainable profitability will best master the 2023 AGM season.”

David Chase Lopes

Managing Director EMEA at D.F. King Ltd

Tel: +33 6 72 54 69 79

David.ChaseLopes@dfkingltd.co.uk