The Kay Review of UK Equity Markets and Long-Term Decision Making - Business, Innovation and Skills Committee Contents

7   Annex A: Professor Kay's Principles

1.  The Stewardship Code should be developed to incorporate a more expansive form of stewardship, focussing on strategic issues as well as questions of corporate governance;

2.  Company directors, asset managers and asset holders should adopt Good Practice Statements that promote stewardship and long-term decision making. Regulators and industry groups should takes steps to align existing standards, guidance and codes of practice with the Review's Good Practice Statements;

3.  An investors' forum should be established to facilitate collective engagement by investors in UK companies;

4.  The scale and effectiveness of merger activity of and by UK companies should be kept under careful review by BIS and by companies themselves;

5.  Companies should consult their major long-term investors over major board appointments;

6.  Companies should seek to disengage from the process of managing short-term earnings expectations and announcements;

7.  Regulatory authorities at EU and domestic level should apply fiduciary standards to all relationships in the investment chain which involve discretion over the investments of others, or advice on investment decisions. These obligations should be independent of the classification of the client, and should not be capable of being contractually overridden;

8.  Asset managers should make full disclosure of all costs, including actual or estimated transaction costs, and performance fees charged to the fund;

9.  The Law Commission should be asked to review the legal concept of fiduciary duty as applied to investment to address uncertainties and misunderstandings on the part of trustees and their advisers;

10.  All income from stock lending should be disclosed and rebated to investors;

11.  Mandatory IMS (quarterly reporting) obligations should be removed;

12.  High quality, succinct narrative reporting should be strongly encouraged;

13.  The Government and relevant regulators should commission an independent review of metrics and models employed in the investment chain to highlight their uses and limitations;

14.  Regulators should avoid the implicit or explicit prescription of a specific model in valuation or risk assessment and instead encourage the exercise of informed judgment;

15.  Companies should structure directors' remuneration to relate incentives to sustainable long-term business performance. Long-term performance incentives should be provided only in the form of company shares to be held at least until after the executive has retired from the business;

16.  Asset management firms should similarly structure managers' remuneration so as to align the interests of asset managers with the interests and timescales of their clients. Pay should therefore not be related to short-term performance of the investment fund or asset management firm. Rather a long-term performance incentive should be provided in the form of an interest in the fund (either directly or via the firm) to be held at least until the manager is no longer responsible for that fund; and

17.  The Government should explore the most cost effective means for individual investors to hold shares directly on an electronic register.[264]

264   Professor Kay, The Kay Review of UK equity markets and long-term decision making, July 2012, page 12 Back

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Prepared 25 July 2013