ICGN Policy Forum & Proxy Season Review
About the event
Adding even more value to our review of the proxy season, the 2023 ICGN Policy Forum & Proxy Season Review (held on 20 and 21 September in London) will be a two-day event.
As well as focussing on international trends and highlights of the current year while looking forward to hot topics for next year’s proxy season, this year’s event opens with an interactive half-day session on broader policy issues. Our Policy Forum includes the opportunity to hear from leading voices, regulators and standard setters, and to share your own perspective on ICGN’s Policy work.
Day One’s interactive sessions will be followed by ICGN’s Annual General Meeting (AGM), which non-members are welcome to attend. Voting is only available to ICGN Lead Members, who will be sent voting instructions and further details
On Day Two, we will focus on international trends and highlights of the current year and share expert views on potential hot issues for next year’s proxy season. ICGN’s Proxy Season Round-up considers annual voting trends, appraise the continued increase in shareholder proposals related to corporate sustainability policies, equity audits, corporate political activity, climate related disclosure and so on.
We will convene business leaders and international investors to proactively engage and anticipate what’s next on the horizon. Please see the agendas for each day of the ICGN Policy Forum & Proxy Season Review below for further details.
20 September 2023 - Day One, Policy Forum & AGM: Wednesday 20 September 202308:30Registration open (all day)
Tea, coffee & refreshments09:15 - 09:25Welcome remarks
Carol Nolan Drake, Governance & Stewardship Policy Manager, ICGN, USA09:25 - 10:05Session One: Stewardship best practices in private equity
Bram Hendriks, Client Relations Manager, Europe, Kessler Topaz Meltzer & Check, Netherlands – ICGN Global Stewardship Committee10:05 - 10:4510:45 – 11:15Morning Refreshments
Tea, coffee & refreshments11:15 - 11:55Session Three: Assurance of sustainability reporting
Nga Pham, Senior Research Fellow, Monash Centre for Financial Studies, Monash University- ICGN Co-Chair of the Financial Capital Committee (Virtual)
11:55 - 12:55Networking Lunch12:55 - 13:35Session Four: Workers’ rights and inclusion in corporate decisions
- Elisabeth Gambert, Director for CSR & International Affairs, Association Française des Entreprises Privées (AFEP), France (Virtual)
- David Madon, Director Public Policy & Regulation, The International Federation of Accountants (IFAC), USA (Virtual)
- Gabriela Figueiredo Dias, Chair, International Ethics Standards Board for Accountants (IESBA) and Co-CEO, International Foundation for Ethics and Audit, Portugal (Virtual)
Michael Herskovich, Global Head of Stewardship, BNP Paribas Asset Management, France - ICGN Human Capital Committee
13:35 - 14:15Session Five: Credible climate and other environmental corporate commitments
- Susannah Haan, Senior Corporate Governance Adviser, The Chartered Institute of Personnel and Development (CIPD) UK
- Cordula Heldt, head of Secretariat, German Corporate Governance Commission, Germany
- Duncan Spencer, Head of Advice and Practice, Institution of Occupational Safety & Health, UK
Dr. Christoph Wenk Bernasconi, Senior Partner, SWIPRA Services, Switzerland - ICGN Natural Capital Committee
- Mark Manning, Strategic Policy Advisor, Sustainable Finance, Financial Conduct Authority (FCA), UK
- Tim Smith, Lead Investment Stewardship Manager - Climate Change, Norges Bank Investment Management, UK
14:15 - 14:45Afternoon Refreshments
Tea, coffee & refreshments14:45 - 16:45Conference Close and ICGN Annual General Meeting 2023 Introduction
- Ian Burger, Chair, ICGN, UK
ICGN Annual General Meeting 2023
Join the ICGN Annual General Meeting which is being held in a hybrid format. Participants may attend in person or by virtual means. Votes and questions can be cast ahead of the meeting on-line or in-person on the day. Guests (non-members) are welcome to attend in person and only Lead ICGN Members can vote. All ICGN Members can choose to participate remotely online, or Lead Members can vote in advance and submit questions in advance online.
21 September 2023 - Day Two Proxy Season Review: Thursday 21 September 2023.Please note, this is a working draft agenda: The programme is subject to change08:30 – 09:30Registration08:45 – 09:15Breakfast Briefing – ICGN 2023 Agenda and Beyond09:30 – 09:40Welcome from ICGN
09:40 – 10:40Plenary 1: European round-up from the 2023 proxy season
- Kerrie Waring, CEO, ICGN, UK
What are the key take-aways from the 2023 proxy season? To what extent will emergent regulation around AGMs and voting power impact shareholder rights? How can we ensure that third party externalities do not disrupt the effective management of the AGM itself? What were the common themes arising from different markets and what’s on the horizon?
- Andy Griffiths, Executive Director, Investor Forum, UK
- Tim Goodman, Head of Corporate Governance, Schroder Investment Management, UK
- Andrew Ninian, Director of Stewardship, Risk & Tax, The Investor Association, UK
- Jen Sisson, EMEA Head of Stewardship, Goldman Sachs, UK
Moderated by: Ian Burger, Chair, ICGN Board of Governors10:40 – 11:40Plenary 2: Enhancing the quality of sustainability reporting
Sustainability reporting requirements around the world are adapting to a global baseline. Harmonised standards will enable more efficient corporate reporting and provide higher quality information for investors who themselves must report on their own net-zero targets. Company proxy statements now commonly include a sustainability section.This often includes information on the governance of sustainability, performance metrics, and achievements. What does good sustainability reporting look like? How is it addressed at the AGM? What proposals are most commonly discussed and voted upon?
- Christine Chow, Credit Suisse Asset Management, UK
- Alia Fazal, Head of Corporate Governance, BP, UK
- Victoria Irving, ESG IR Manager, ArcelorMittal
- Gilly Lord, Global Leader on Public Policy, PwC, UK
Moderated by Alison Owers, Managing Director, Head of the UK, Morrow Sodali, UK11:40 – 12:00Networking and Refreshments12:00 – 13:00Plenary 3: US Developments: Evolution of Universal Proxy Rules
Universal proxy card rules are the most significant change in corporate governance since say-on-pay and could amplify already complex proxy dynamics. Contests to date, as well as the new guidance from the US SEC, suggest that the future of proxy solicitations may be meaningfully different from what they have been in the past. What were the key themes arising from the US proxy season this year and what’s on the horizon?
- Brianna Castro, Senior Director of U.S. Research, Glass Lewis, USA
- Peter Gleason, President & CEO, National Association of Corporate Directors (NACD), USA
- Zach Oleksiuk, Managing Director, Evercore, USA
Moderated by: Carol Nolan Drake, Governance & Stewardship Policy Manager, ICGN, USA13:00 – 14:00Networking Lunch14:00 – 15:00Plenary 4: Constructive engagement: what does this mean in practice?
Regulators around the world are calling for more constructive dialogue between companies and investors to promote long-term value creation. Both parties are subject to enhanced reporting requirements to demonstrate positive outcomes. What does effective engagement look like? When should tactics be escalated to the extent a vote against a company resolution becomes a necessity? Investors and companies will share their experience and consider how to improve dialogue for mutual benefit.
- Marc Larkins, Worldwide Vice President Corporate Governance & Corporate Secretary, Johnson & Johnson, USA
- Paul Schneider, Director, Total Fund Management & Head of Corporate Governance, Ontario Teachers’ Pension Plan, Canada
Moderated by Jocelyn Brown, Head of Governance, EMEA/APAC, T. Rowe Price, UK15:00 – 16:00Plenary 5: Engagement today, understanding your frenemy
This panel will examine the ever-increasing importance of shareholder engagement and how a successful dialogue program between corporations and investors may hedge against investor activism. The esteemed panel will discuss legal considerations when engaging with shareholders, examine the board’s involvement is with the engagement process, explain what investors expect to learn from corporate issuers in their engagement sessions, and consider the best corporate strategies in communicating with institutions.
- Angelika Horstmeier, Senior Vice President – Head of Corporate Service, Alliance Advisors, UK
- Sarah Relich, Head of Stewardship - EMEA/APAC, Vanguard, USA
- Hannah Shoesmith, Head of Engagement, Schroders, UK
- Victoria Sant, Managing Director, Investor Forum, UK
Chaired by: Emmanuelle Palikuca, Managing Director, Head of Sustainability Advisory, Alliance Advisors, UK16:00 – 16:20Networking and Refreshments16:20 – 17:20Plenary 6: Shareholder rights and the rising tide of differential share structures
Dual class share ownership structures are increasingly prevalent in multigenerational legacy businesses and founder-led start-ups as a key mechanism to retain control following IPO. This year, in a bid to increase market competitiveness, the UK FCA is proposing to weaken shareholder rights to hold corporate boards accountable by relaxing a series of rules associated with voting and on issues such as related party transactions. In a similar vein, the S&P Dow Jones Indices has decided to allow companies with multiple class shares to be considered eligible candidates for addition to the S&P Composite 1500 and component indices. To what extent do investors care about this? What does this say about the equitable treatment of shareholders in their ability to hold companies to account? This session will discuss the pros and cons of entrenched ownership, the effectiveness of shareholder action, and the role of Index providers in pressuring dual-share structures.
- Caroline Escott, Senior Investment Manager, Active Ownership, Railpen, UK
- Dimitri Romessis, Corporate Governance Advisor, Assogestioni, Italy
- Jenn Hui Tan, Chief Sustainability Officer, Fidelity International, UK
Moderated by: Mike Lubrano, Managing Director, Valoris Stewardship Catalysts, USA17:20 – 17:30Closing Remarks and Close of Conference
- Kerrie Waring, CEO, ICGN