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Turning the Tide to Greater Corporate Accountability

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Turning the Tide to Greater Corporate Accountability Turning the tide to greater corporate accountability New research into investor stewardship reporting and engagement Contents Foreword: supporting transparency 01 with investors The power of good 03 1 stewardship 2 Methodology 05 Summary insights 07 3 and findings In-depth review: the top five 10 4 investor priority areas Environment 10 Corporate governance 13 Social impact 16 Human capital 18 Strategy and performance 20 Time to take action 22 5 Key questions 26 Acknowledgements 29 Foreword: supporting transparency with investors Vital to rebuilding trust in business is What is this review about? an effective accountability framework This is first-of-its kind research designed to enable a better understanding of how UK-based asset managers and asset based on good stewardship, governance owners are currently reporting on and engaging with their and reporting. Within this, transparency investee companies on stewardship. We analysed recent over stewardship of investments plays a stewardship reporting by the 30 largest UK investors who are signatories to the UK Stewardship Code (20 asset fundamental role in providing confidence managers and 10 asset owners). We then assigned scores to a broad range of stakeholders. Pursuing based on the depth of their reported stewardship activity greater transparency drives greater across different areas of investor priority. The findings provide a comprehensive picture of investor priorities and accountability, and promotes a critical expectations, and offer unique insights about the journey shift from short-term thinking to creating toward more transparent reporting that promotes the safe long-term value. investment of capital for the long-term. More deeply understanding investor priorities helps inform our statutory audit and reporting work. This, in turn, better enables us to meet the needs of investors as the ultimate beneficiaries of our product, as well as those of wider society, in the spirit of increasing trust in business. Trust in business relies Stewardship upon an effective accountability The safe investment framework of capital to create sustainable value for the long-term Governance The system by which Reporting companies are directed and controlled1 Officially promoted and documented communication from companies intended to provide a comprehensive picture of their performance and position to interested external parties2 1 http://wwwdata.unibg.it/dati/corsi/900002/79548-Beyond%20Cadbury%20Report%20Napier%20paper.pdf 2 https://www.accaglobal.com/content/dam/ACCA_Global/professional-insights/Tenets-of-corporate-reporting/pi-tenets-good-corporate-reporting.pdf Turning the tide to greater corporate accountability 1 5 Why is it important? Regulation is an important driver of better stewardship and the UK Stewardship Code has long been recognised as a leader in this area. In 2010, the Financial Reporting Council (FRC) published the first UK Stewardship Code, which ultimately led to the creation of similar sets of principles in as many as 20 countries. In its current revised form, the Code establishes higher expectations of investors, putting greater pressure on asset managers and owners to report and engage more effectively. Stewardship, along with governance and reporting, is a critical component to enhance corporate accountability, and through this the attractiveness of the UK as a place to do business. Greater transparency over investor expectations, how investors engage with investee companies and their areas of greatest priority helps to drive stronger governance and more effective corporate reporting. Yet, even with these regulatory interventions and revised codes, more needs to be done to facilitate a deeper dialogue between business, investors and society to strengthen accountability in line with changing expectations. Market-wide engagement Establishing and enacting best practice requires collaboration across the market. Therefore, in addition to reviewing the reporting of the 30 largest UK investors, we also conducted one-on-one meetings and engaged with several industry leaders, subject matter experts and academics to develop our methodology and glean insights that helped shape our thinking. This research revealed eight investor priority areas and highlighted multiple opportunities to enhance stewardship reporting across them. Christabel Cowling EY UK Head of Regulatory and Public Policy, Audit Partner Loree Gourley EY UK Director of Regulatory and Public Policy 2 The power of good 1stewardship Across stakeholder groups, good stewardship is recognised as a critical tool for delivering value to investors. Changes to investor engagement and Stewardship is critical to the long-term management incentives will fail to secure success of business for both investors sustainable returns unless long-term, strategic and society as a whole. However, what thinking becomes the driving force behind the matters is stewardship quality, rather than purpose and governance of boards. Enhancing mere stewardship activity. In particular, stewardship is key to answering calls for monitoring, engagement and reporting must companies to behave differently, and to meeting all be focused on the issues that are most the economic and social needs of the next material to long-term value, rather than decade. Moving away from ‘quarterly capitalism’ those that lead to eye-catching headlines can mean trade-offs between short-term gains (for example, the horizon of pay rather and long-term goals, requiring greater expertise than only the pay ratio). Investors should and time devoted to investor engagement. recognise the variety of stewardship We therefore applaud the work done in this tools available to them — such as voting, study, which brings a systematic approach to divestment, collaborative discussions the examination of stewardship interactions. with management, collective engagement This study significantly advances our with other investors, and public escalation understanding about how stewardship can best — rather than undertaking one-size- be undertaken and constructively points a way fits-all approaches. forward for companies and investors alike. Clare Chapman Alex Edmans and Will Hutton Professor of Finance at London Co Chairs, Business School and a member of the The Purposeful Company Purposeful Company steering group Turning the tide to greater corporate accountability 3 To embed stewardship in investment Stewardship reflects a commitment on the processes requires more than effective code part of asset managers and investors to be and regulation — it needs commitment and accountable to the beneficial owners whose innovation by asset owners and asset managers. money they invest, and to use their power as Given the complex investment chain, a shareholders to foster sustainable, long-term principles-led approach, which places the value creation. In embracing stewardship role of culture and governance at its centre, principles, investors will develop an is key to incentivising all parties understanding of a company’s governance to do the right thing. In our experience, and long-term business strategy, and commit neither investment approach nor style to constructive dialogue as the primary means should impede stewardship capability. for addressing subpar strategies or operations. Andy Griffiths Martin Lipton Executive Director, A founding partner of New York The Investor Forum law firm Wachtell, Lipton, Rosen & Katz Stewardship codes can be applied to promote long-term thinking and behaviour, guiding investors and investees to focus on longer-term measures of success. More broadly, active engagement between investors and companies — a recognised predictor of long-term investment out-performance — is not currently measured market-wide, and EY’s work to quantify its impact in the UK breaks new ground. Over time, developing market-wide indicators of long-term value creation can help investors prioritise companies and issues for engagement, helping further build a culture of long-term value creation. Sarah Keohane Williamson, CEO, and Bhakti Mirchandani Managing Director, FCLTGlobal 4 Methodology Emergent — no or limited 2 1.0 evidence of investor focus Areas of focus Developing — investor policy is clearly communicated or evidence of engagement Our assessment framework is based on eight broad 2.0 is clearly provided, but not both; no or areas of investor priority (see page 6) that are frequently limited evidence of outcomes achieved referenced in investor surveys and interviews. We then broke these into 25 sub-categories based on themes identified in stewardship reporting and/or raised in our Progressive — investor policy is clearly discussions with subject matter experts. communicated and supported by strong 3.0 evidence of engagement; no or limited Levels of priority evidence of outcomes achieved We developed a five-point stewardship priority scale for measuring the depth of investor stewardship activity in Advanced — investor policy is clearly each of the 25 sub-categories. This was based on the communicated and supported by strong evidence importance of signalling clear stewardship policies to 4.0 of engagement; details of outcomes demonstrate investee companies. It was also developed with reference stewardship effectiveness to the proposed revisions to the UK Stewardship Code, which emphasise transparency in how investors Leading — investor policy is clearly communicate on both engagement activities and outcomes. communicated and supported by strong evidence of engagement; details of outcomes
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