VALGREEN SRL (Valgreen) published the public register of material votes ‘against’ (the ‘Register’), tracking significant shareholders votes against the resolutions proposed by the management or by a significant shareholder of companies listed on Bucharest Stock Exchange.

 

The Register is focused on companies listed on Bucharest Stock Exchange and covered by Valgreen that have received significant opposition by shareholders to a resolution, or any draft of resolution rejected after shareholder vote. 

 

In doing so, it helps to identify which companies are acknowledging shareholder votes against and how they are addressing their shareholders’ concerns (if such actions are public).

 

We included the idea of setting up a public Register of shareholder votes following the UK model, but simplified considering the Romanian Corporate Governance Code.

 

According to the UK Corporate Governance Code 

“When 20 per cent or more of votes have been cast against the board recommendation for a resolution, the company should explain, when announcing voting results, what actions it intends to take to consult shareholders in order to understand the reasons behind the result. An update on the views received from shareholders and actions taken should be published no later than six months after the shareholder meeting. The board should then provide a final summary in the annual report and, if applicable, in the explanatory notes to resolutions at the next shareholder meeting, on what impact the feedback has had on the decisions the board has taken and any actions or resolutions now proposed”.

 

Even in Romania there are no such legal recommendations or requirements, the example of UK practice is giving a better way to engage shareholders and to be transparent avoiding any Market Abuse Regulation risks.

 

The Register published by Valgreen includes:

• key details about the proposed resolution (title, meeting date and meeting type)

• results of the shareholder vote (percentage of votes cast for, and percentage of the issued share capital voted, if such information is public)

• Valgreen’s comments on how the companies decided to respond to the significant vote against (if available)

 

The Companies that registered significant votes against after 1 January 2022 are presented below