The meetings were held in the light of the recent amendment to the Danish Companies Act, which entitles a nominee to vote on behalf of shareholders on shares registered in the name of the nominee and therefore aims to strengthen the ability of foreign shareholders to vote at general meetings of Danish listed companies and thereby promotes active ownership.
As a result, the Committee on Corporate Governance specifically wanted to discuss how Danish listed companies best respond to Glass Lewis’ and ISS’ respective proxy voting guidelines, and how Danish listed companies can initiate a dialogue with Glass Lewis and ISS in order to discuss specific matters.
Topics
Prior to the meetings, the Committee on Corporate Governance had selected the following topics for discussion purposes:
- Overboarding
- Gender diversity
- Authorisation for virtual-only general meetings
- Remuneration
- Practical considerations
Following the meetings, the Committee would like to inform Danish listed companies of the following key points.
Overboarding
The background for the discussion was that the Committee’s Recommendations on Corporate Governance to a greater extend are based on an overall assessment and include mitigating factors in the assessment of whether a director is overboarded. While mitigating factors can be discussed with ISS and Glass Lewis, the proxy advisors cannot guarantee any outcome of the final voting recommendation.
Overboarding
ISS and Glass Lewis emphasise that Danish listed companies should be transparent about the circumstances that may constitute mitigating factors. It may also be relevant for companies to include additional information in the notice to convene the general meeting, in the form of an assessment by the nomination committee, which has been seen in Sweden and other European markets (e.g. Switzerland, Germany and the Netherlands).
Gender diversity
The topic is particularly relevant due to new Danish legislation in this area as well as the upcoming EU directive on a more equal gender representation among board members of listed companies. Both proxy advisors agree that it is crucial that Danish companies first and foremost comply with Danish legislation, in particular to the extent the applicable proxy voting guidelines are different from Danish legislation, including in relation to the calculation of equal gender representation. However, both proxy advisors intend to update their guidelines in this regard once the respective member states have implemented the upcoming EU directive.
Gender diversity
ISS and Glass Lewis believe that Danish companies could consider including additional information from the nomination committee in the notice to convene the general meeting if it is not deemed possible to achieve the relevant target figures.
Authorisation for virtual-only general meetings
Many Danish listed companies have had great success in conducting virtual-only general meetings, and according to the Committee on Corporate Governance, Danish law provides adequate safeguards for the companies’ shareholders in connection with conducting such virtual-only general meetings. Both proxy advisors informed that their clients remain sceptical about authorisations to conduct virtual-only general meetings, but that they are also aware of the safeguards provided by Danish legislation, which may be included as a mitigating factor in their assessments.
Authorisation for virtual-only general meetings
ISS informed that they expect to carry out an assessment of the Nordic countries, in particular with respect to Danish legislation within this area of the law. Glass Lewis informed that given the safeguards provided by Danish legislation they generally would not recommend voting against authorisations to hold virtual-only general meetings, subject to sufficient company disclosures on meeting procedures and shareholder participation. However, Glass Lewis have a preference for hybrid general meetings.
Remuneration
Danish regulation with respect to remuneration policies and reports is in some areas more extensive than Glass Lewis’ and ISS’ respective proxy advisor guidelines. Neither Glass Lewis nor ISS expect to make any material amendments to their guidelines. It was further discussed that both Glass Lewis and ISS may recommend to vote against a remuneration report, as part of an indicative vote, if there are components of an approved remuneration policy that violates the voting policy of the respective proxy advisor.
Remuneration
Glass Lewis and ISS therefore believe that it is important for Danish companies to be transparent about circumstances that may affect the assessment, including in particular whether a company’s remuneration policy and remuneration report are consistent.
Practical considerations
Both ISS and Glass Lewis are open towards a dialogue with Danish companies and encourage Danish companies to contact them if there are any outstanding questions regarding specific issues.
Practical considerations
Danish companies can benefit from initiating contact with Glass Lewis and ISS in the period from September to January. In particular companies with the calendar year as their financial year should take this into account.
The Committee on Corporate Governance wanted to discuss the procedure and the typical 24 hour deadline for the companies’ review of the draft reports with voting recommendations form the proxy advisors. The proxy advisors will not necessarily provide a draft report to the companies but where a draft report is provided to a company, the purpose of such review is merely for the company to check the facts that are being included in the report. It is not an opportunity for the company to discuss particular voting recommendations or propose comprehensive amendments within this period.
Practical considerations
To the extent that Glass Lewis provide a draft report for a factual review, Danish companies have a 48 hours review period, provided that the companies publish relevant material at least 30 days prior to the general meeting. See also Glass Lewis’ FAQ on their website. ISS has informed that they aim to follow the same procedure.
New voting policy guidelines for 2023
ISS’ proposed benchmark policy changes for 2023 covering, inter alia, Continental Europe, which have been open for comments from 4 November 2022 until 16 November 2022, do not touch on the topics listed above in any material aspect. The proposal from ISS introduces voting recommendations affecting companies with multiple share classes and differential voting rights, which the Committee has commented on in connection with the open comment period.
In November, Glass Lewis published 2023 policy guidelines for Continental Europe and the country specific voting recommendations Denmark. The new voting policy guidelines for Continental Europe change certain overboarding criteria but do not otherwise include material changes to the other topics listed above. Further, Glass Lewis also introduces new voting recommendations affecting companies with multiple share classes and differential voting rights.
Comments to the Committee prior to next year’s meetings with proxy advisors
The Danish Committee on Corporate Governance intends to hold annual meetings with ISS and Glass Lewis to discuss specific issues prior to the companies’ general meetings. The Committee encourages that suggestions for topics for next year’s meetings with ISS and Glass Lewis are sent in a timely manner, preferably no later than 1 July 2023, to the Secretariat of the Committee at cg-komité@erst.dk.