PLSA AGM voting review shows focus on pay

9 February 2018

Editor

EU regulation

There continued to be a focus on executive pay in 2017 by shareholders of FTSE 350 companies data from Manifest for the Pensions and Lifetime Savings Association's (PLSA) AGM voting review showed.

The PLSA stated that the executive pay awards continued to be the most controversial aspect of corporate governance, with the figures of significant remuneration-related dissent at FTSE 350 AGMs from 2015-2017 consistent with previous years. The data showed that investors were increasingly holding remuneration chairs to account for remuneration policies as first recommended by the PLSA's 2017 voting policy.

In 2016, average dissent levels over remuneration policies were four times higher than dissent over the re-election of remuneration committee chairs as directors. In 2017, they were less than twice as high, suggesting that most shareholders are now voting against the remuneration committee chair if they vote against the remuneration policy.

Overall the AGM voting review showed relatively steady levels of shareholder dissent at company AGMs for the past two years, with roughly one-fifth of companies (FTSE 250: 56 and FTSE 100: 17) experiencing significant dissent over at least one resolution at their AGM. Over the longer term, the report revealed a fall in shareholder dissent since its peak in the aftermath of the financial crisis and the subsequent focus on governance that this entailed.

Luke Hildyard, stewardship and Corporate Governance Policy Lead at the PLSA, said: "Last year we surveyed our members to find out their views on executive pay – over 85% of respondents said they felt pay levels were too high and 87% said they were concerned by pay gaps between executives and the wider workforce

“We subsequently recommended that pension fund investors vote against the re-election of remuneration committee chairs responsible for pay practices when voting against their remuneration policy or report. It’s encouraging to see these recommendations are having a positive effect, particularly alongside the fall in executive pay levels recorded last year, but there is still considerable room for shareholder scrutiny of pay practices to improve. We hope to see these emerging trends continue."

France: Shareholders show increasing willingness to hold companies to account

Shareholders in France are increasingly willing to table resolutions and to vote against management proposals according to the proxy voting agency, Proxinvest in its AGM review for 2017.

In the year July 1, 2016, to June 30, 2017, Proxinvest's figures showed that 73 external resolutions were filed at the general meetings of companies in its universe which broke the previous record 62 resolutions filed in 2009. However, Proxinvest noted that 56 of the external resolutions filed last year were at one company, Solocal.

The digital communications company faced investor concerns over its board composition at three general meetings held in October 2016, December 2016 and June 2017.  At the end of May it's then chief executive, Jean-Pierre Remy, resigned to be replaced by Eric Boustouller and then its chairman Robert de Metz left following the June meetings Pierre Danon, respectively.

Until 2016 Proxinvest said it was the employees who had been the most active in filing external resolutions but shareholders were now more likely to file resolutions and use them as a tool if there was a dispute between investors and a company's management.

Proxinvest figures also show that opposition to resolutions has risen steadily for over 15 years. For the CAC 40, the percentage of votes against increased by 1.37 points in 2017 to reach 6.51% against 5.14% in the 2016 AGM season. It fell very slightly for small and mid-cap companies to reach 5.43% in 2017 (-0.08 points). However, the trend has been on the rise in recent years, Proxinvest said.

The proxy voting agency said shareholder opposition has been weakened in France by the use of double voting rights for major shareholders in some companies which gives minority shareholders less influence.

UK Church Investors Group toughens up its AGM voting policy

The UK's Church Investors Group (CIG), which represents church organisations with combined investment assets of approximately £17 billion, has signalled a tougher approach in its AGM voting policy for FTSE 350 companies on a range of governance issues.

The CIG said it had tightened up its approach in three main areas: executive pay, board gender diversity and responding to climate change. In respect of pay, the group said it would withdraw support for remuneration reports where pay ratios are not disclosed, chief executive pensions are excessive, or where financial services or pharmaceutical companies do not pay the living wage.

Where the board of an FTSE 350 company has less than 33% women the CIG said it would vote against all directors on the nomination committee and where less than 25% of board directors are women it would vote against the re-election of nomination committee chairs.

Companies will be measured in their progress in responding to climate change against their scores from the Transition Pathway Initiative,  a project established by the Church of England. If there is insufficient progress in a making transition to a low carbon world the CIG said it would vote against the re-election of the company chair.

Latest News

SHareholder meeting

Accountability Versus Allocation: Who Is Corporate Reporting For?

SHareholder meeting

SFDR Review Moves Forward, But Key Questions Remain for Investors

SHareholder meeting

German governance code reform: Minerva supports simplification, but draws a line at investor visibility

SHareholder meeting

FRC’s new regulatory approach signals a shift from rule-making to market stewardship

SHareholder meeting

Shein lists in Hong Kong at reduced valuation after protracted IPO journey

SHareholder meeting

SEC sends executive pay disclosure overhaul to White House for review

Featured Briefings

Minerva Briefing

Shareholder Proposal Voting Trends 2026 H1

Minerva Briefing

Virtual-Only AGMs

Minerva Briefing

UK Proxy Season Review 2026

Minerva is a global provider of sustainable stewardship solutions with over 30 years of expertise. Minerva empowers investors by providing essential tools, including ESG research and data and expert insights, enabling them to navigate the intricate and ever-evolving landscape of stewardship and proxy voting, whilst ensuring their decisions are well-informed and aligned with sustainable principles.

Related Stories

SEC sends executive pay disclosure overhaul to White House for review

SEC sends executive pay disclosure overhaul to White House for review

September 2, 2026
Read More
Texas Stock Exchange voting proposal could reshape shareholder influence

Texas Stock Exchange voting proposal could reshape shareholder influence

August 6, 2026
Read More
Minerva Analytics UK Stewardship Code signatory status

Minerva maintains UK Stewardship Code signatory

July 16, 2026
Read More
Indiana and Proxy advisor restrictions

Indiana injunction marks third court setback for proxy advisor restrictions

July 1, 2026
Read More
Capitol Building

US Lawmakers Defend “Freedom to Invest” in Pushback Against Anti‑ESG Pressure

June 11, 2026
Read More

Executive Pay Upset: Trump Proposes U$5m Defence Sector Remuneration Cap

January 9, 2026

Jack Grogan-Fenn

Read More