The 2015 edition of the PIRC’s UK Shareholder Voting Guidelines include some changes to the 2014 version. The changes are laid out in the relevant chapters and some important points include the following:
- Before allocating capital within a company, directors should consider whether it may be more appropriate to return that capital to shareholders;
- It has been noted that the secretary should not also be a director;
- Issues that may detract from an auditor’s independence in respect of auditor elections include non- audit work and excessive tenure;
- The general authority that share buybacks of up to 15% of the issued capital are acceptable has been deleted. No figure has been given in its place;
- It has been noted that there is a conflict of interest in an executive of a company having any role in setting executive pay, even if at another firm;
- PIRC notes that it will not support a vote to approve the accounts of an investment company where there is evidence that the board is over reliant on the investment manager in the discharge of its duties.