- ESMA 2015 Follow-up Report on the Development of the Best Practice Principles for Providers of Shareholder Voting Research and Analysis (“2015 ESMA Follow-Up Report”) ;
- Requirements of the EU’s Shareholder Rights Directive II (“SRD II”);
- and Latest global stewardship codes.
the bppg cOMMITTEE
The BPP Group is a global organisation that meets regularly to, among other things, review any complaints or feedback regarding the Principles. Meetings are chaired by signatories’ representatives on a rotating basis.
As a matter of policy, each signatory to the Principles automatically becomes a member of the Committee in order to ensure proper representation of all the participants.
OVERSIGHT COMMITTEE
The newly created BPP Oversight Committee is the governing body providing (i) an annual independent review of the monitoring of the Best Practice Principles and (ii) an annual independent review of the public reporting of each BPP Signatory. The BPP Oversight Committee’s governance aims to provide confidence in the Principles that underpin the services provided by BPP Signatories. The Oversight Committee will also provide guidance and advice to the BPPG with respect to the operation and development of the Principles.
In accepting the mandate, BPP Oversight Committee members recognise that:
- Shareholder voting research services play an important role in supporting investors’ exercise of their stewardship rights and responsibilities
- The primary responsibility of shareholder voting research service providers is to their investor clients;
- The primary purpose of the Principles and the BPPG is to uphold and protect the responsibilities of BPP Signatories to their investor clients.
Service Quality
Conflicts-of-Interest Avoidance or Management
Communications Policy
The Principles for Providers of Shareholder Voting Research & Analysis were updated in 2019. The Principles are supported by Guidance that also was updated in 2019. Detailed in Appendix 1, the Guidance explains the background, relevance and application of the Principles. The apply-and-explain framework applies to both the Principles and the Guidance. All relevant policies should be clearly disclosed on a Signatory’s company website and updated annually. The updated Principles and Guidance are the result of a thorough review process by the BPPG, which refers to the latest updated stewardship codes globally, the requirements of the revised SRD II and the ESMA 2015 Follow-Up Report. The updated Principles and Guidance also reflect the input of investors, issuers and other stakeholders received through a Public Consultation (completed in December 2017); the results of a review by the BPPG Review Committee, a process overseen by an independent review chair; and discussions and feedback from a global, diverse Stakeholder Advisory Panel.
These Principles are based on the understanding that the ultimate responsibility to monitor investments and make voting decisions lies with investors. Use of third-party services such as those provided by BPP Signatories which deliver high-quality voting research and analysis, does not shift this responsibility or relieve investors from any fiduciary duty owed to their clients. Stakeholders wishing to understand how an institutional investor discharges its stewardship or ownership responsibilities should consult relevant disclosures of the investor to understand its approach. This includes how the investor views global standards of corporate governance and investor stewardship frameworks and the extent to which national market, legal, regulatory and company-specific conditions are considered.
Questions in respect of each members statement should be sent to the specified contact point for each organisation in the first instance.