Corporate Governance Policy and Voting Guidelines – an NAPF document
The 2012 update of the NAPF Corporate Governance Policy introduces a small number of changes. Key among these are: greater emphasis on a clear policy for improved board diversity; an enhanced audit committee report, including a statement on re-tendering policy; and simplification of remuneration policies, with greater focus on holding more shares for longer.
Rule 9 Waiver – Investors are not for the most part supportive of Rule 9 waivers. Waivers are usually sought where a company proposes to institute a share buyback programme in which a large investor or concer party intends not to participate and institutional investors are naturally concerned about the risk of creeping control. Where a company proposes such a resolution, it is best practice for the large shareholder to refrain from voting in order to avoid a possible conflict of interest.
Voting: Normally vote against the resolution proposing a waiver of Rule 9 of the Takeover Code.