Annual general meetings (AGMs) and voting on agenda items are key events in every shareholder’s calendar. But what is the function of an AGM? Why is voting so important? And how does a major shareholder like APG manage the logistics of voting the shares it holds on behalf of its pension fund clients?
Senior Responsible Investment and Governance specialist Mirte Bronsdijk gives us a refresher course on the world of AGMs and voting and explains why the new voting platform which was developed together with APG’s proxy voting service provider, is so important.
First let’s go back to the basics: what is an AGM and why is it held?
“An AGM is the only time in the year when company representatives officially ‘meet’ the shareholders. Holding an AGM is mandatory, and they normally occur within six months of the end of the financial year. At the meeting, directors share the past year’s business performance and present the outlook, including new strategies or policies. Shareholders have the opportunity to ask questions and then vote usually on a number of standard agenda items such as the election or re-election of directors, approval of directors’ remuneration and the payment of the dividend. Shareholders also have the right to vote on matters that directly affect share ownership, such as stock splits, share buybacks or a proposed merger or acquisition.”
Are AGMs really important or just a formality?
"The AGM is a key event because it is the only time shareholders can vote and thus directly influence a company’s behavior. Although some agenda items may not seem significant, indirectly they can strongly impact how a company operates and shape its future policy. For example, at APG, we might vote against new board members if their appointment does not contribute sufficiently to diversity, or against a remuneration policy that fails to incorporate sustainability criteria. In this sense, voting is a very powerful tool. As an active investor, we exercise our right to vote wherever possible for all the companies in which we invest on behalf of our clients.”
Why has APG developed this new voting platform?
“In 2021, APG voted at over 5,000 shareholder meetings all over the world and on more than 53,000 individual proposals. This is basically why our new voting tool is so important – we vote at so many meetings on so many topics it provides more transparency on the details and enables users to look at and analyze voting data in numerous ways. The search function enables the information to be filtered by meeting date, company name, sector and market as well as giving statistics on how we voted on specific agenda items. For APG, it is also vital to be transparent on how we carry out these important stewardship activities on behalf of our clients.”
Does every shareholder attend the AGM?
“No, not every shareholder attends the meeting. And you don’t have to physically attend to vote. In the past, more shareholders– both institutional and retail – used to attend AGMs in person. However, since the pandemic a new trend of holding virtual AGMs or in some cases hybrid versions (online and in person) has become increasingly common. For a large investor like APG, physically attending many meetings is just not feasible as we hold shares in thousands of companies and vote on behalf of multiple clients. This is one of the reasons why we employ the services of a proxy voting service provider which allows us to vote AGMs by proxy.”
How do you cast your vote at an AGM and how do you know what to vote on?
“If you attend the AGM in person you can vote ‘live’ during the meeting. For the AGMs we don’t attend in person, we can find the agenda and the voting items in our online voting system. In such cases we submit our votes in advance. APG’s voting decisions are based on expectations set out in our Global Corporate Governance Framework where we explain our underlying corporate governance principles, how we meet our investor responsibilities, and how we vote on main AGM agenda items for the shares we hold in our portfolio.”
What exactly is proxy voting?
“The term proxy vote refers to a ballot cast by an individual or company on behalf of a shareholder who cannot attend the AGM in person. Shareholders receive a proxy ballot that enables them to let someone attending the meeting vote on their behalf. A proxy can either be instructed on how to vote or can be given the discretion to vote as they see fit. Companies that manage billions of euros worth of assets like APG usually outsource most of their operational voting to proxies. We use proxy voting for well over 95% of our voting activities. Our proxy voting service provider votes on behalf of our clients in accordance with the detailed guidance laid out in their voting policies.”
Are you obliged to vote as a shareholder, and can you vote even if you only own one share? “Every shareholder has a right to vote irrespective of the number of shares they own. But it is normally one share, one vote; so small shareholders have less influence. Shareholders can also choose not to vote if they don’t want to, or they can abstain if they want to show that they have made a conscious choice not to support or vote against a specific agenda item. The number of APG abstentions and the percentage of votes for and against management proposals can also been found in the voting platform. In 2021, we abstained on 1520 proposals and did not vote on 44. Overall, we voted in line with management recommendations in 80% of cases and against them for the remaining 20%.”
Can shareholders join forces and align votes to support or block a proposal?
“If shareholders are not satisfied with a specific decision, they can – within the legal boundaries – convince others to join them in voting for or against a specific proposal from company management. But a shareholder or group of shareholders can also put forward their own proposal or resolution. These can attract a lot of attention, also from the media, and often have an ESG angle, dealing with issues ranging from compensation and labor relations to animal welfare and climate. The voting platform also enables users to look up by company how APG voted on any specific proposal – management or shareholder. For example, in 2021, we voted on 44 Shell agenda items, 2 of which were shareholder proposals. And at Shell’s 2022 AGM, we supported the shareholder climate resolution put forward by Follow This.”
Are there any plans to further develop the voting platform?
“Although we are already reaping the benefits of the new voting platform – all the statistics in this interview were quickly sourced using it – we do want to develop it further. As this information is just as important for our clients, we have also developed similar individual platforms for ABP, bpfBOUW and SPW which will go live soon. Another element we would like to incorporate are explanations as to why we voted against specific proposals to give greater insight into how we implement our clients’ voting policies in practice.”
The voting platform can be found on the APG website by scrolling down to the bottom of the page under Policies, Guidelines and Reports on Responsible Investment.
Or directly accessed via this link: VDS Dashboard (issgovernance.com)