a summary of the findings of the penrose inquiry into ... - HM Treasury

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D RELATIONS WITH SHAREHOLDERS D.1 Dialogue with Institutional Shareholders Main Principle There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place. 20 The boards of life mutuals should consider how dialogue with members can best be facilitated, drawing on best practice guidance by the AMI and the AFS. Their policy for doing this should be clearly articulated to members in the Annual Report and on the firm’s website. Where, in accordance with that guidance, life mutuals have established policyholder panels or delegate systems, they should be regarded, insofar as it is possible, as performing the same role as institutional or major shareholders in the Combined Code. Supporting Principles Whilst recognising that most shareholder contact is with the chief executive and finance director, the chairman (and the senior independent director and other directors as appropriate) should maintain sufficient contact with major shareholders to understand their issues and concerns. The board should keep in touch with shareholder opinion in whatever ways are most practical and efficient. Code Provisions D.1.1 The chairman should ensure that the views of shareholders are communicated to the board as a whole. The chairman should discuss governance and strategy with major shareholders. Non-executive directors should be offered the opportunity to attend meetings with major shareholders and should expect to attend them if requested by major shareholders. The senior independent director should attend sufficient meetings with a range of major shareholders to listen to their views in order to help develop a balanced understanding of the issues and concerns of major shareholders. 20 Nothing in these principles or provisions should be taken to override the general requirements of law to treat shareholders equally in access to information.
D.1.2 The board should state in the annual report the steps they have taken to ensure that the members of the board, and in particular the non-executive directors, develop an understanding of the views of major shareholders about their company, for example through direct face-to-face contact, analysts' or brokers' briefings and surveys of shareholder opinion. D.2 Constructive Use of the AGM Main Principle The board should use the AGM to communicate with investors and to encourage their participation. Code Provisions D.2.1 The company should count all proxy votes and, except where a poll is called, should indicate the level of proxies lodged on each resolution, and the balance for and against the resolution and the number of abstentions, after it has been dealt with on a show of hands. The company should ensure that votes cast are properly received and recorded. D.2.2 The company should propose a separate resolution at the AGM on each substantially separate issue and should in particular propose a resolution at the AGM relating to the report and accounts. D.2.3 The chairman should arrange for the chairmen of the audit, remuneration and nomination committees to be available to answer questions at the AGM and for all directors to attend. D.2.4 The company should arrange for the Notice of the AGM and related papers to be sent to shareholders at least 20 working days before the meeting. The Friendly Societies Act 1992 Schedule 12 states that a meeting of a friendly society or registered branch must be called by not less than 14 days notice to members, or such longer period as the rules may require, expiring either with the date of the meeting or where proxy voting is permitted, with such earlier date as may be specified by the society, under its rules, as the final date for the receipt of instruments appointing proxies to vote at the meeting.
Page 1 and 2: A SUMMARY OF THE FINDINGS OF THE PE
Page 3: SUMMARY OF THE FINDINGS OF THE P EN
Page 6 and 7: B L IST OF MUTUAL LIFE OFFICES Hear
Page 8 and 9: B L IST OF MUTUAL LIFE OFFICES The
Page 10 and 11: C E CONOMIC RELEVANCE OF THE LIFE M
Page 12 and 13: Introduction The Combined Code on C
Page 14 and 15: It is expected that this best-pract
Page 16 and 17: CONTENTS The Combined Code on Corpo
Page 18 and 19: 6. Smaller listed companies, in par
Page 20 and 21: CODE OF BEST PRACTICE SECTION 1 COM
Page 22 and 23: A.2.1 The roles of chairman and chi
Page 24 and 25: available to shareholders if they h
Page 26 and 27: A.5 Information and professional de
Page 28 and 29: Individual evaluation should aim to
Page 30 and 31: B REMUNERATION B.1 The level and Ma
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Page 40 and 41: Schedule A: Provisions on the desig
Page 42 and 43: Schedule C: Disclosure of corporate
Page 44: why they believe an individual shou

a summary of the findings of the penrose inquiry into ... - HM Treasury

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