That requires a way to withhold votes on individual board members, or express an against-vote. Arguments for individual vote count Provides the ability for shareholders to hold individual board members accountableĪccountability of boards to shareholders is dependent on a mechanism in which shareholders can effectively hold board members responsible. Hence, companies will not be allowed to bundle candidates into one voting item and each candidate will be treated as a separate voting item throughout the voting chain. The practice of individual vote count in board elections requires the ability for shareholders to differentiate votes on directors, with those votes being counted at the shareholder meeting and subsequently disclosed. Finally, some markets provide for individual count, but do not require the disclosure of vote tallies. Some markets allow vote by show of hands at the shareholder meeting (no count by share). In other cases, certain impediments arise in the voting chain that hinder the differentiation of votes by shareholders or the effective delivery of differentiated votes at the shareholder meeting. In some of these markets, it can be the case that counterproposals presented at the general meeting compel the count for individual directors, but this action excludes the shareholders who have issued vote instructions prior to the meeting. In line with this practise, all board candidates may be presented as one voting item to shareholders.
However, in some markets, often for reason of custom rather than law, no individual director vote count is undertaken or published. This provides the possibility to withhold votes, or expressly vote against, in case of concerns with individual candidates. In the absence of contest, shareholders in most markets have the ability to differentiate votes between candidates. Board elections are then generally recognised as an approval process.
The majority of board elections are uncontested. The OECD Principles of Corporate Governance states that for the election process to be effective, shareholders should be able to participate in the vote on individual nominees or on different lists of them. It is the right and responsibility of shareholders to elect and remove the board of directors. Posisjonsnotatet er kun tilgjengelig på engelsk Norges Bank Investment Management positionīoard members should be elected with an individual vote count at the shareholder meeting, and the vote tally published.
0 kommentar(er)
