Proxy advisors offer research, advice or recommendation services. Read more about the Proxy Advisors Regulations, joining our public list and reporting breaches.
These services are provided on a professional and commercial basis to shareholders in publicly listed companies. 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)).
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.
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.
Requirements for proxy advisors
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.
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.
These disclosures aim to increase the transparency of proxy advisor services.
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.
A person who becomes a proxy advisor on or after 25 March 2020 must notify the FCA within 7 days of becoming a proxy advisor.
Proxy advisors in-scope of the regime must make the following disclosures:
How to contact us if you are a proxy advisor
Joining the public list of proxy advisors
We operate a notification regime for in-scope proxy advisors. If you consider that you fall within the scope of the regime, contact us at [email protected] to notify us and to apply to be included on our public list.
To help us establish whether you are an in-scope proxy advisor, your notification should include: a description of the services you provide, the details of your corporate website and answers to the following questions:
- Is your registered office (or where you do not have a registered office, your head office) in the UK? If so, please provide the address.
- If your registered office or head office is not in the UK, or Gibraltar, do you provide proxy advisor services through an establishment located in the UK? If so, please provide additional details.
- Do you provide proxy advisor services to shareholders with respect to the shares of any company whose registered office is in the UK, or Gibraltar, and whose shares are admitted to trading on a regulated market in the UK, or Gibraltar?
- Are you a proxy advisor within the meaning of point (g) of the Shareholder Rights Directive? ie are you a legal person that analyses, on a professional and commercial basis, the corporate disclosure and, where relevant, other information of listed companies with a view to informing investors’ voting decisions by providing research, advice or voting recommendations that relate to the exercise of voting rights?
Once we have received this information we will contact you to discuss your application.
FCA fees are payable by proxy advisors. More information can be found in the FEES section of the FCA Handbook.
Where proxy advisor services are provided by more than one entity within a group, please provide notice and answer the questions above in relation to each.
Other notifications to the FCA
You should also contact us at [email protected] if you are a proxy advisor and you:
- are unable to comply with, or have contravened, a relevant requirement of the regime
- have ceased to be a proxy advisor
How to tell us about a breach
If you believe that a proxy advisor has breached a requirement of the parts of the Proxy Advisors Regulations relating to transparency (see part 2 of the regulations[1]) or the public list of proxy advisors (see part 6 of the regulations, you can tell us by writing to us at: Primary Market Specialist Supervision, Primary Market Oversight Department, Financial Conduct Authority, 12 Endeavour Square, London E20 1JN, or [email protected].
You should provide as much detail about which requirement you consider has been breached and how it has been breached.
