skip to Main Content

The Forum put in place a legal, operating and governance structure which helps to meet the Forum’s objectives whilst minimising legal and regulatory risks to participants. Particular attention has been paid to certain considerations applicable to U.S. investors.

The Forum has sought guidance from a panel of law firms, which has worked with the Board and the Executive to put in place a coherent framework for the management of engagements. This work culminated in the Forum publishing its “Collective Engagement Framework” in October 2016. The framework is available to Members and is regularly reviewed. See recent review here.

A summary version is publically available. Please view here.

Trusted Facilitator, Not An Adviser
Trusted facilitator, not an adviser

Members retain full voting and other investment rights in respect of their shareholdings. No control is ceded to the Forum or other Members.

Opt In/Opt Out
Opt in/Opt out

A Member actively chooses to participate in an Engagement involving a company in which it is a shareholder. It can also choose to opt out of an Engagement at any time.

Complementary To Members' Direct Engagement
Complementary to members' direct engagement

Members are actively encouraged to continue their direct interaction with companies outside the Forum’s auspices.

Confidentiality
Confidentiality

Members must agree to comply with confidentiality obligations during an Engagement. Disclosure of identities and public statements must be agreed by participants during an Engagement.

Nominated Key Engagement Contact
Nominated key engagement contact

Members retain full control as to whether or not they receive information, and who receives that information.

Hub & Spoke Model
Hub & spoke model

A bilateral model is the usual method of communication between the Executive and Members involved in Engagements.

No Inside Information
No inside information

The Forum is not intended to be a means of facilitating the exchange of inside information between companies and Members or among Members themselves. Participation in an Engagement will not exempt any person from any law or regulation governing the use and dissemination of inside information.

No-concert Party And No-group
No-concert party and no-group

Members must agree that they will not, while participating in an Engagement under the auspices of the Forum, form a concert party in respect of the relevant company, including by requisitioning or threatening to requisition the consideration of a board control-seeking proposal or seeking to obtain control of the relevant company, or otherwise form a group that could trigger regulatory reporting or other regulatory requirements. The Executive will engage with the Takeover Panel and seek specialist advice when required.

Heightened Procedures
Heightened procedures

At various points in an Engagement heightened procedures may be deemed necessary, including seeking specialist advice. Particular attention will be paid to the case of Engagements involving companies with dual U.S. or other foreign listings and companies or Members that are subject to the Bank Holding Company Act.

Conflict Of Interest Avoidance
Conflict of interest avoidance

The Forum maintains control procedures to avoid conflict of interests which could impact either its own governance or individual Engagements. Members are reminded of their own obligations to manage conflicts of interest and should note that participation in an Engagement is not a substitute for, and does not release them from, those obligations.

Back To Top