16 Jan 2023 2 min read

LGIM’s voting intentions for 2023

By Investment Stewardship team

Our voting intentions at upcoming shareholder meetings, including Capricorn Energy PLC*.

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Voting allows, among other things, shareholders to appoint the directors that run a company, approve executive pay, agree climate transition strategies, and encourage better reporting on other environmental and social topics.

We believe that holding companies and boards to account for their actions through our voting is a fundamental part of being a good steward of our clients’ assets. In our view, transparency of our granular voting policies and how we have voted on companies helps us to drive change, as well as to hold ourselves and the market accountable.

Sometimes, we may choose to declare our vote intention ahead of meetings, to draw the attention of the market, clients and other companies to a particular issue, resolution or outcome. The decision to do so can be undertaken as part of an escalation strategy, where we deem the vote to be particularly contentious, or as part of an engagement programme. 

Over 2023, we will be updating this blog on a regular basis to highlight our voting intentions in advance of the shareholder meeting. For live information about our voting actions and rationales, please visit: VDS Dashboard (issgovernance.com)  

More information about our Investment Stewardship activities, policies and engagement activities  can be found on our website: Investment stewardship & governance | LGIM Institutional   

Capricorn Energy PLC*

Meeting: GMs, 1 February 2023 at 9am and 2pm

Summary of resolution: GM, 1 February, 9am. Resolution 1 – Approve NewMed Acquisition

Shareholder requisitioned GM, 1 February, 2pm. Resolution 1-7 – To remove the following current directors of Capricorn from office: Simon Thomson, James Smith, Nicoletta Giadrossi, Peter Kallos, Keith Lough, Luis Araujo and Alison Wood.

LGIM’s vote intention: GM, 1 February, 9am – AGAINST Resolution 1, (against management recommendation) 

LGIM is still analysing the 700-page prospectus in relation to the NewMed transaction and may choose to add to this pre-declaration in due course.

Shareholder requisitioned GM, 1 February, 2pm – FOR Resolution 1-7, (against management recommendation) 

Rationale:

LGIM has undertaken numerous engagements with the Capricorn board over the past nine months to express our widespread concerns with the transactions the board has proposed, including the NewMed transaction that will be put forward to shareholders at the General Meeting on 1 February. These concerns include governance, process, conflicts, future strategy, executive compensation, environmental risks and valuation. Rather than attempt to address these concerns constructively, the Capricorn board has suggested that we sell our shares in the company if we are not satisfied with the board’s decision-making process and proposals.  

LGIM’s view has consistently been that the proposed combination with NewMed has weak strategic rationale and will not lead to meaningful synergies; rather it creates significant new risks for Capricorn shareholders. LGIM therefore intends to vote against this proposed combination. 

At the subsequent shareholder requisitioned general meeting on the same day, LGIM intends to support the proposal to remove the majority of the current serving directors, namely Simon Thomson, James Smith, Nicoletta Giadrossi, Peter Kallos, Keith Lough, Luis Araujo and Alison Wood. To vote against the majority of a current board is an unusual step for LGIM and reflects the depth of our concerns.

In particular, we note the timing of the proposed meetings and believe this is a matter of grave concern. The decision to hold the company’s meeting before the shareholder requisitioned meeting appears to be a direct attempt to undermine due process. Investors should be given the opportunity to consider the two matters separately and for there to be a reasonable period allowed to pass between the two votes being cast and their outcomes known. It is LGIM's view that meaningful board change is needed to restore investor confidence. The process to date raises serious questions about the ongoing suitability and fitness of the entire board – and the chair and senior independent director in particular – to serve as directors of a listed company.  

More information on our Investment Stewardship activities can be found on our website: Investment stewardship & governance | LGIM Institutional    

*For illustrative purposes only. The above information does not constitute a recommendation to buy or sell any security.

Investment Stewardship team

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Our Investment Stewardship team comprises professionals with experience in areas including responsible investment, corporate governance, and public policy. The team is made up of both sector specialists and experts on ESG themes, such as sustainability, and has a global remit with members in the UK, Japan and the US. The team exercises LGIM’s voting rights globally, holding companies to account. In 2020, LGIM cast over 138,600 votes at over 14,000 meetings.

Investment Stewardship team