At the beginning of July, the world saw its first Stewardship Code being launched – in the UK. It will require institutional investors to commit to shareholder engagement or explain why they cannot. Although it will only apply to UK-based investors in UK-listed companies it is likely to attract attention globally, given the international nature of today’s companies. Some even believe that it is reasonable to assume that responsible ownership and investment will become the norm for major significant investors worldwide by 2020.
So what is stewardship? According to a study by Tomorrow’s Company in 2008, it is one of four areas of shareholders’ responsibilities, alongside the provision of finance, the election of directors and holding them accountable, and the trading of shares to set the market price. A key responsibility under the stewardship umbrella is to keep companies’ management to account, ensuring they perform, are aware of risks as well as opportunities, and plan for the future.
The Code builds on reviews of the governance of banks and other financial institutions, carried out in the UK last year, and comes as a response to concerns raised about the quantity and effectiveness of engagement between institutional investors and boards of listed companies, with questions being asked about whether they challenged company managers enough. It also builds on the Code on the Responsibilities of Institutional Investors, prepared by the Institutional Shareholders’ Committee. This has been adopted on a voluntary basis in the UK for some years already,
What does the code entail and why is it relevant to other markets?
In the UK, the concept of active share ownership is key to the governance of listed companies. The thinking behind the Code is that it will contribute to improving the stewardship, and thus the governance, of listed companies. That, in turn, should assist the efficient operation of markets and increase confidence in business and trust in the financial system. It should increase transparency and benefit the ultimate owners of a company, who are typically quite detached. We also believe that it will further encourage dialogue between investors across country borders.
Stakeholders that fed back on the consultation by the UK Financial Reporting Council, which oversees the Code, were broadly supportive of the idea of shareholders to disclose whether, how or when they will engage actively with the management of a company in which the invest. However, they raised some concerns over it becoming too onerous or prescriptive.
While the Code to a great extent only formalises what is already quite widely adopted as best practice it marks an important shift in how the running and responsibilities of companies are weighted. Many investors, both in the UK and elsewhere, already follow the majority of the rules spelled out in the Code, however, for it to become truly effective, it needs to be given time to become truly ingrained and mature. While disclosure on implementation is important, the critical part is how the policies have been implemented. If it only turns into a box-ticking exercise, not much will be achieved by it.
The success of it also depends on how it might be replicated in other markets, as broader adoption is required if market behaviours are going to see a real change. To exemplify; in the 1990s the percentage of shares held by foreign investors in UK companies stood at just over 10%, in 2008 this level had climbed above 40%. In other words, real change is only likely to be seen if the Code is adopted more widely across the world.
As with all new rules, there will be cost implications. However, we believe that the benefits will outweigh these costs and should not discourage adoption of the Code. Any expense should be recouped through increased trust and confidence.
We look forward to following and participating in debates about the Code here in South East Asia.
The views expressed in this column are the author's own and do not necessarily reflect this publication's view, and this article is not edited by Asian Banking & Finance. The author was not remunerated for this article.
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Mark Billington is Regional Director at ICAEW South East Asia. He is a UK qualified Chartered Accountant with 15 years experience in various business units.