Research Services - The impact of proxy voting advisors and ESG rating agencies on actions and reporting by FTSE350 companies

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THIS IS A CONTRACT AWARD NOTICE The purpose of the Financial Reporting Council (FRC) is to serve the public interest by setting high standards of corporate governance, reporting and audit and by holding to account those responsible for delivering them. Each year the FRC assesses a sample of FTSE350 annual reports to examine the quality of reporting against the UK Corporate Governance Code. An important element of the assessment is the extent to which companies comply with the provisions of the Corporate Governance Code, and where they do not, the quality of their explanations. The 'comply or explain' nature of the Corporate Governance Code allows companies to adjust their approach to governance as appropriate for their business model and individual circumstances. Therefore, in some cases, non-compliance or partial compliance with the Corporate Governance Code is the right approach for a company. The FRC is also responsible for the UK Stewardship Code which sets out the Principles of good investment stewardship. Investors are asked to disclose which third parties they use to support their stewardship activities, the services provided and how they are monitored and held to account. In particular, the Stewardship Code requires signatories to state the extent to which they use the default recommendations of proxy advisors. The aim of this research project is to examine how investors' stewardship and behaviour is affected by those recommendations and ratings. This includes understanding where, and in what circumstances, engagement takes place among companies, investors, and proxy advisors/ESG ratings agencies. PURPOSE AND OBJECTIVES The objective of this research project is to answer several questions: A. What are the impacts of recommendations/ratings given by proxy voting/ESG ratings agencies on FTSE350 companies' behaviour and reporting, and investor voting decisions? This should include the impact on governance policies and practices, and on so-called "tick box" behaviour. B. What have been the processes and outcomes of engagement over the last two years among FTSE350 companies, investors, and proxy voting/ESG ratings agencies? We are particularly interested in three types of bilateral engagement: i. Between FTSE350 companies and proxy voting/ESG ratings agencies on recommendations/ratings given by the latter. ii. Between investors and proxy voting/ESG ratings agencies on recommendations/ratings given by the latter. iii. Between investors and FTSE350 companies on recommendations/ratings given by proxy voting/ESG ratings agencies. In answering this question, we would also like the appointed research team to quantify the frequency of such engagements over the last two years. C. What are the barriers to effective engagement between the parties as set out above? The purpose of this research project is to inform future policy work by the FRC or other agencies.