Report of the Chairman of the Best Practice Principles Group Developing the Best Practice Principles for Shareholder Voting Research & Analysis (“Proxy Advisers”)
Bibliographic record
Abstract
Following the publication of the ESMA Final Report and Feedback Statement on the Consultation Regarding the Role of the Proxy Advisory Industry in February 2013, a number of industry members formed a committee under the independent chairmanship of Prof. Dr. Dirk Andreas Zetzsche, LL.M. (Toronto), to develop an industry code of conduct. The “Best Practice Principles for Providers of Shareholder Voting Research & Analysis” were published in April 2014. With this report, the chair aims to make the committee’s work and discussions transparent to facilitate the application of the provisions and enhance understanding of the reasoning behind their adoption. The report also aims to enhance transparency and understanding on the functioning of Providers of Shareholder Voting Research & Analysis (to which is commonly referred to as the proxy advisors) and their role in corporate governance and assist in creating a more informed discussion. The report is structured as follows: After an introduction (sub 1.), I describe the composition and work organization of the drafting committee for the Principles (sub 2.), before I explain the Committee’s as well as the Chair’s position on the certain provisions of the Principles (sub 3.). The report discusses, inter alia, the scope of the Principles, the Committee’s general approach, the delineation of responsibility between proxy advisors, institutional investors and issuers that forms the basis of the Principles, the attitude of the industry towards local governance standards, and how Signatories should deal with conflicts of interests. A major section of the report is devoted to the communication between issuers and Providers of Shareholder Voting Research & Analysis (sub 4.). In particular I explain why a mandatory distribution of research report to issuers would put the providers’ commitment vis-à-vis their clients (the investors) at risk. I further undertake to outline how the Principles may be enforced (sub 5.) and describe the next steps on the Committee’s agenda (sub 6.). Three further documents issued by the Committee are annexed to the report: I. The “Best Practice Principles for Providers of Shareholder Voting Research & Analysis” discussed in the report, II. The consultation document distributed by the Committee to stakeholders in fall 2013, and III. The Feedback Statement on the Consultation.
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How this classification was reachedexpand
Full frame distilled prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. Learned from the 10,348 direct Codex labels and 10,348 direct Gemma labels. Candidate is the union of thresholded teacher heads; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels or direct frontier model labels.
Codex and Gemma teacher scores by category
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.025 | 0.002 |
| Meta-epidemiology (narrow) | 0.001 | 0.001 |
| Meta-epidemiology (broad) | 0.002 | 0.002 |
| Bibliometrics | 0.013 | 0.046 |
| Science and technology studies | 0.004 | 0.003 |
| Scholarly communication | 0.001 | 0.002 |
| Open science | 0.006 | 0.006 |
| Research integrity | 0.001 | 0.002 |
| Insufficient payload (model declined to judge) | 0.000 | 0.000 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; both teacher heads agree on what is shown here.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".