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  1. HERMES PENSIONS MANAGEMENT LIMITED A Presentation toThird South-Eastern Europe Corporate Governance Roundtable 21 November 2002 Click to edit Master title style

  2. The Role of Institutional Investors in Corporate Governance Colin MelvinDirector of Corporate Governance

  3. Overview • Shareholder interests and expectations • Codes, activism and voting • Linking governance and social responsibility

  4. Shareholders’ interest in governance • Ownership and control – mind the gap! agency costs, aligning interests, remuneration • Share ownership confers rights and responsibilities clients/regulation, fiduciary duty, voting • Assessing quality of mgt. CG as a proxy; shareholder focus, independence

  5. What to expect of your fund manager... • …and how to get it! • Expect – A separate full-time resource; a policy statement with voting guidelines; integration with the investment process; intelligent voting (i.e. not outsourced to an information provider) • Get it by - Asking questions at investment meetings; demanding regular reports on voting and engagement; asking for an annual meeting with the corp. gov. personnel

  6. Codes and activism • The benefits of self-regulatory codification but have we reduced the risk of corruption? • Investor Codes do they confuse the issue? • UK initiatives: Myners, Higgs and the ISC… are they adding much to the debate?

  7. Chain of corporate accountability Shareholders & their agents(fund managers) Delegated authority Board Accountability Trustees Pensionbeneficiaries Directors Employees

  8. Voting • Votes are valuable - but do investors care? increased interest and influence (Prudential, ?BoS) • Understanding the issues and justifying the costs market variations and remuneration (Vodafone) • The vote as a lever for change is ‘positive abstention’ an oxymoron?

  9. Governance and social responsibility • Making the connection via risks and opportunities financial rather than moral • Exercising our (clients’) rights and responsibilities interpreted in the context of fiduciary duty • But implementation is a matter for companies the problems of ‘micro-management’

  10. Socially responsible investment and engagement • We look at policy, process and internal control companies to assess and address significant risks • We support sensible disclosure (and the ABI guidelines) pragmatic, value-based, shareholder-relevant • But can we solve the world’s problems? NGO’s, pressure groups and the political dimension

  11. Summary • CG and SRI are concerned with ownership and control client requirements and investment processes • Shareholder activism and voting are increasing in the UK guided by ‘best practice’ not legislation • SRI engagement focuses on risk management ‘good’ companies make better investments