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ARTICLE · 26 APRIL 2016

Corporate Governance: PIRC Shareholder Voting Guidelines 2016

A&O Shearman
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Pensions Investment Research Consultants ("PIRC"), the shareholder advisory body, has published the 23rd edition of its UK Shareholder Voting Guidelines.

United KingdomCorporate/Commercial Law

Pensions Investment Research Consultants ("PIRC"), the shareholder advisory body, has published the 23rd edition of its UK Shareholder Voting Guidelines. These guidelines replace the version published in April 2015.

The new 2016 guidelines make clear that:

  • PIRC will not support authorities for the disapplication of pre-emption rights up to an amount equal to 10% of the company's issued ordinary share capital unless the board has made a clear, cogent and compelling case as to why the 10% level is appropriate for the company;
  • PIRC will only support future requests for share buyback authorities if the board has made out a clear, cogent and compelling case to demonstrate how the authority would be used to benefit the long-term shareholders and that the directors are not conflicted in recommending the authority;

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