the procedures in place to ensure that the research, advice and voting recommendations are of adequate quality and prepared by suitably qualified staff.the essential features of the models and methodologies applied.Information on the preparation of research, advice and voting recommendations.This information must be published no later than 21 June 2019, made available free of charge on the proxy advisor’s website and updated annually.
Where no code of conduct is applied, they must provide a clear explanation why this is the case.
If they provide services by reference to a code of conduct, the proxy advisor must disclose the code of conduct which they apply, and report on the manner in which the code has been applied where they depart from any recommendations in the code, the proxy advisor must state which recommendations are involved and why they depart from them and they must indicate any alternative measures adopted. Proxy advisors in-scope of the regime must make the following disclosures: Under the Proxy Advisors Regulations anyone who was a proxy advisor on 10 June 2019 or who becomes a proxy advisor at any time before 25 March 2020, must tell the FCA by 1 April 2020 if they believe they fall within the scope of the regime, so that they can be included on a public list.Ī person who becomes a proxy advisor on or after 25 March 2020 must notify the FCA within 7 days of becoming a proxy advisor. These disclosures aim to increase the transparency of proxy advisor services. The regulations also impose disclosure obligations on firms that provide proxy advisor services through an establishment located in the UK if they do not have a registered or head office in the UK, or Gibraltar. The Proxy Advisors Regulations require proxy advisor firms that have their registered or head office in the UK to disclose certain information about the way they run their business. Through voting responsibly on important decisions related to the governance or strategy of the companies in which they invest, institutional investors play an important role in robust stewardship. SRD II aims to improve the stewardship of companies based in the UK, elsewhere in the European Economic Area (EEA) and Gibraltar by increasing shareholder engagement. 
The Proxy Advisors (Shareholders’ Rights) Regulations 2019 (Proxy Advisors Regulations, or the regulations) transpose into UK law Article 3j (transparency of proxy advisors) of the Shareholder Rights Directive (as amended by the Revised Shareholder Rights Directive II (SRD II)).
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