UK Voting Trends 2013

Alan Brett & Sarah WilsonJune 10th 2013

AGM Turnout - Top 350 Top 350 UK Listed Companies - AGM Turnout

52.0%54.0%56.0%58.0%60.0%62.0%64.0%66.0%68.0%70.0%72.0%74.0%

Turnout % 59.8% 65.2% 67.2% 70.1% 71.5%

2009 2010 2011 2012 2013 - YTD

Voting in Context

Top 350 Shareholder Support (Avg)

90%

92%

94%

96%

98%

100%

Dissent 2.87% 2.94% 2.95% 3.07% 2.96%Support 97.13% 97.06% 97.05% 96.93% 97.04%

2009 2010 2011 2012 2013

Notable Resolution Categories for Dissent

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

Board 2.8% 3.0% 2.8% 2.9% 2.4%Remuneration 8.5% 6.4% 8.4% 8.9% 7.5%

2009 2010 2011 2012 2013

Average Dissent for Notable Resolutions

Dissent by Resolution Sub-Categories

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

Remuneration Report 9.6% 8.7% 9.7% 9.6% 8.5%

EGM Notice Periods 0.0% 4.6% 5.3% 6.0% 7.3%

Incentives - Long Term 10.4% 7.5% 8.5% 9.0% 6.4%

Issue of Shares & Pre-emption Rights 3.2% 3.9% 3.8% 4.3% 4.2%

Auditor - Election 1.7% 1.8% 2.1% 2.6% 2.5%

Directors - Elect 2.8% 3.0% 2.8% 2.9% 2.4%

Auditor - Remuneration 1.3% 1.4% 1.8% 1.8% 2.0%

2009 2010 2011 2012 2013

Adjourned/Withdrawn & Defeated Resolutions

0

10

20

30

40

50

60

Defeated 19 14 18 23 9W'thdr'wn/ Adj 'd 22 41 27 34 13

2009 2010 2011 2012 2013

Meetings with Significant DissentWhich Means

=> 20% Abstain and Against Votes

(Remember: 5yr Average Dissent (all resolutions) is 2.96%;

20% is approx double the average remuneration report dissent)

High Dissenting Resolutions

0

50

100

150

200

250

Count Dissent > 20% 166 121 147 196 119

2009 2010 2011 2012 2013

2013 High Dissenting Resolution Types0%

1%

1%

45%

18%

23%

7%

5%

Audit & ReportingBoardCapitalCorporate ActionsOtherRemunerationShareholder RightsSustainability

High Dissent Sub-Categories

0.0%

10.0%

20.0%

30.0%

40.0%

Directors - Elect 25.9% 25.6% 23.8% 37.2% 32.8%

Incentives - Long Term 10.8% 13.2% 7.5% 4.1% 3.4%

Issue of Shares/P'emp Rights 10.8% 0.0% 10.9% 12.8% 18.5%

Remuneration Report 25.3% 33.1% 34.0% 22.4% 18.5%

2009 2010 2011 2012 2013

Say on Pay

Remuneration Governance & Shareholder Voting

Pay Governance Changes

Percentage of Companies with Manifest Assessment Grades 2012

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

A B C D E FGrade

FTSE 100 FTSE 250 FTSE SmallCap Overall

Percentage of Companies with Manifest Assessment Grades 2013

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

A B C D E F

Grade

FTSE 100 FTSE 250 FTSE SmallCap Overall

Pay Governance Changes Remuneration Governance Score A or B

FTSE 100 FTSE 250FTSE

SmallCap Overall2012 60.9% 54.2% 41.0% 52.7%2013 55.6% 54.3% 53.2% 54.3%

Remuneration Governance Score D to F2012 14.1% 22.9% 30.1% 22.3%2013 13.9% 17.9% 21.5% 17.9%

Most Improved CompanyPolymetal International 3 grades better

Most Disimproved CompaniesInmarsat 3 grades worsePersimmon 3 grades worse

Governance Up, Dissent Down

Average Dissent by Manifest'sAssessment Grades 2013

0

5

10

15

20

25

A B C D E F

GradePe

rcen

tage

FTSE 100 FTSE 250 FTSE SmallCap Overall

Average Dissent by Manifest's Assessment Grades 2012

0

5

10

15

20

25

30

A B C D E F

Grade

Perc

enta

ge

FTSE 100 FTSE 250 FTSE SmallCap Overall

Key Pay Vote Stats31 Remuneration reports with >20% dissent including several over 40%

– Mecom– Chime– Synthomer– easyJet– Hardy Oil & Gas– Jupiter Fund Management

9 LTIP-related Resolutions > 20% dissent:– Chime– Beazley– Mears– Carr’s Milling– National Express– Catlin– Ocado