1      Introduction

This document (“BPPG Complaints Procedure”) is designed to ensure that all complaints about the application of the Best Practice Principles (“Principles”) are properly investigated and are given careful consideration.

All signatories to the Principles (each a “BPP Signatory” or “Signatory” and together the “BPP Signatories” or “Signatories”) are committed to ensuring that they:

  • Comply with the Principles
  • Remain accountable
  • Act fairly and proportionately

Please read the BPPG omplaints Procedure in its entirety to understand the process for filing a complaint.

2      Who can complaint?

Any organisation or individual that alleges a ratified BPP Signatory is materially failing to comply with the Principles can file a complaint.

3     When should I file a complaint?

Complaints can usually be resolved more easily and effectively by those with a direct influence on the situation and at an early stage. Accordingly, complainants should ensure that they have first used the complaints procedure of the relevant organisation and allowed the procedure to complete before raising the matter with the BPPG Committee.

All complaints should be filed directly to the Signatory within 6 months of the Signatory’s alleged material non-compliance with the Principles.

4    Where should I file a complaint?

All complaints must be first submitted directly to the Signatory and NOT to the BPPG.

Please refer to the complaints procedure for the Signatory in question, which should be available on the Signatory’s public website.

5      Escalating a complain to the BPPG

If a complaint has been filed within 6 months of the Signatory’s alleged material non-compliance with the Principles, and one of the below has occurred, such complaints may be escalated to the BPPG Committee for review:

  1. The Signatory has not responded within 30 days of submission of the complaint; or
  2. The Signatory’s response to the complaint does not comply in all material respects with the Principles.

Prior to escalating a complaint to the BPPG Committee, please review the list of BPP Signatories to ensure the organisation in question has been approved by the BPPG Committee and ratified by the BPPG Oversight Committee.

The BPPG Committee comprises one or more representatives of each BPP Signatory and all escalated complaints alleging that a Signatory has either failed to respond to the initial complaint, or has materially breached the Principles, will be reviewed by the BPPG Committee, in accordance with Section 7 below.

Oversight of the BPPG is provided by an Oversight Committee (“Oversight Committee”) and the role of the Oversight Committee is explained further in Section 10 below.

To escalate your complaint to the BPPG Committee, please click here to send an email directly to the BPPG Committee or use the web form found here.

6      What should be submitted with a complaint to the BPPG?

The following is required when escalating a complaint to the BPPG Committee:

  • A clear and detailed description of your complaint
  • Copies of all correspondence with the Signatory related to the complaint, to the extent not privileged or confidential
  • Confirmation of your submission of the complaint to the Signatory, including the date of submission
  • A concise explanation of why you feel the complaint was not adequately addressed by the Signatory
  • Any other information related to the complaint which may be useful to the BPPG Committee (and the Oversight Committee, if applicable) in their consideration of the complaint
  • Your contact information, including the email address of the person and/or organisation submitting the complaint.

Neither the BPPG Committee nor the Oversight Committee, if applicable, will be responsible for determining or adjudicating individual report accuracy or differences of opinion, including over what constitutes “good governance” or an “accurate voting recommendation”. The BPPG Committee and Oversight Committee can only respond to complaints alleging material non-compliance with the Principles.

7      What happens once a complaint is received?

All complaints submitted to the BPPG Committee will be circulated to all Signatories. This ensures that the Signatory that is the subject of the complaint is aware that the complaint has been escalated to the BPPG Committee.

However, in order to preserve a fair process for all parties involved and to avoid any perceived conflicts of interest, the representative of the Signatory who has allegedly failed to comply with the Principles will be recused from, and will not participate in, the BPPG Committee’s deliberations regarding and ultimate decision on the complaint, other than being afforded an opportunity to present its case. In addition, the BPPG Committee may reach out to the Signatory for additional relevant information, if necessary.

Upon receipt of the escalated complaint, the BPPG Committee will:

  • Acknowledge receipt of the complaint by email, within 5 working days
  • Investigate the complaint, including seeking additional information from the complainant and/or the Signatory that is the subject of the complaint

The BPPG Committee aims to report the outcome of its investigation to the complainant within 25 working days from the date in which it acknowledged receipt of the escalated complaint. All communications related to the investigation will be confidential and will be sent by the BPPG Committee to the email provided by you.

All escalated complaints, including the investigation and final decision made by the BPPG Committee are shared with the Oversight Committee, in accordance with the oversight procedure prescribed by Part Four of the Principles.

8      Potential remedies

If, after a comprehensive review of the circumstances, the complaint is upheld, the BPPG Committee may recommend the following as potential remedies:

  1. Encourage the Signatory to issue a correction, along with an explanation of the circumstances, if appropriate.
  2. Encourage the Signatory to take remedial measures, as necessary, in order to be in compliance with the Principles.
  3. In extreme situations where the BPP Signatory disagrees and is unwilling or unable to carry out appropriate remedial action, refer the Signatory to the Oversight Committee to consider additional sanctions.

The BPPG Committee will also consider the results of its complaints review procedure as part of its periodic review of whether any changes to the Principles or supplemental guidance on their application is necessary.

9      Appeals process

If a complaint has not been upheld by the BPPG Committee, the complainant will have a further 25 working days from delivery of the final decision to appeal the outcome to the BPPG Committee.

All appeals should be submitted via email to committee@bppgrp.info and will be forwarded to the Oversight Committee for review.

10     Role of the Oversight Committee

The Oversight Committee’s role is to provide guidance and advice to the BPPG with respect to the operation and development of the Principles, including an annual independent review of the BPPG, as well as an annual independent review of the public reporting of each BPP Signatory. In addition, the Oversight Committee oversees each Signatory’s reporting against its respective complaints procedures, as well as the BPPG Complaints Procedure, and provides oversight of any material complaints escalated by the BPPG Committee.

All escalated complaints, including the investigation and final decision made by the BPPG Committee, regardless of outcome, are shared with the Oversight Committee. The Oversight Committee may recommend additional actions or sanctions for a Signatory’s non-compliance with the Principles in accordance with Part 4 thereof.  In addition, the BPPG Committee reports any updates to the BPPG Complaints Procedure to the Oversight Committee at least annually.

Finally, the Oversight Committee invites feedback concerning Signatories or the BPPG after a complainant has followed the processes outlined in the BPPG Complaints Procedure, including the appeals process. While the Oversight Committee is not in a position to judge the merits of individual complaints, it does seek to ensure that Signatories are accountable for adhering to their respective complaints procedures, consistent with the Principles, and for overseeing the BPPG Complaints Procedure. Any communication can be directed to the Oversight Committee at oversightchair@bppgrp.info. Please click here for further information on the Oversight Committee protocol for managing complaints.

11     Courtesy & respect

All complainants can expect to be treated with courtesy, respect and fairness at all times. We expect that all complainants will also treat BPPG Committee members dealing with their complaint with the same courtesy, respect, and fairness.

The BPPG Committee will not tolerate threatening, abusive or unreasonable behaviour by any complainant. In the unlikely event such behaviour should occur, the BPPG Committee reserves the right to cease communication with the complainant and resolve the complaint as it sees fit.

12    Data processing

All information shared with, and/or collected by the BPPG Committee, as part of the BPPG Complaints Procedure, including but not limited to, all information, including personal information, disclosed by you as part of your complaint and/or the BPPG Committee’s investigation of such complaint, as well as any subsequent decisions or actions taken by the BPPG Committee as a result of the same, are processed, stored, and used by the BPPG Committee as described in the BPPG Complaints Procedure, to track the effectiveness of the BPPG Complaints Procedure, and to help the BPPG Committee improve the policies and processes it utilizes to resolve and/or escalate all complaints.

Resolved & Adopted by the Working Group of the BPPG Committee on 29th September 2023.

Nichol Garzon-Mitchell Glass Lewis & Co. LLC
Elizabeth Kantrowitz Institutional Shareholder Services Inc.
Sarah Wilson Minerva Analytics Ltd.
Bruce Duguid Hermes Equity Ownership Services Ltd.
Alan MacDougall PIRC Ltd.