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Guidelines
IVIS monitoring is based on the various ABI guidelines, guidance papers, and the FRC's Combined Code.
Introduction
The dates which appear next to a particular paper or guideline show when they were published. The ABI Investment Committee reviews all guidelines from time-to-time in order to ensure they remain relevant and are updated where appropriate.
Readers should be aware that a number of institutional investors in the UK and elsewhere have produced their own corporate governance guidelines.
1. Executive Compensation and Share Based Remuneration
2. Corporate Governance
3. Share Capital Management
4. Pre-Emption Group Guidelines
5. Additional Items
6. Institutional Shareholders Committee Documents (ISC)
7. Corporate Responsibility
8. Fixed Income
9. IVIS response to the UK Stewardship Code
10. Archived Files
1. Executive Compensation and Share Based Remuneration
These are the main guidelines relating to remuneration which are updated on an annual basis. They are split into three sections relating to over-arching Principles, Main Provisions and more detailed Guidance. Under the Principles, issues covered include remuneration committees and their responsibilities, guidance for base pay, bonuses, pensions and contracts & severance, and guidance for share-based incentive schemes. The joint ABI/NAPF statement on contracts and severance can be found under
Additional Items
.
1 Executive Remuneration - ABI Principles of Remuneration
November 2012
2 Executive Remuneration - Introduction to the ABI Principles of Remuneration
November 2012
3 Executive Remuneration - ABI Position Paper
December 2009
4 Executive Remuneration - Consultation with shareholders on Remuneration
September 2010
5 Executive Remuneration - Uncapped Incentive Plans
February 2011
See section 8 - Archived Files
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2. Corporate Governance
This section includes guidance on responsible voting, the role and duties of directors, the responsibilities of institutional shareholders and articles of association. Also, in the role and duties of directors you will find further guidance on the Board of Directors, their appointment and removal, their duty to employees and borrowing powers. Other relevant papers can be found under
Institutional Shareholders Committee Documents
.
1 Board Effectiveness - Updating progress, promoting best practice
December 2012
2 Comply or Explain - Investor expectations and current practices
December 2012
3 Board Effectiveness - Highlighting best practice: encouraging progress
September
4 Responsible Voting - A joint ABI - NAPF Statement
July 1999
5 Role and Duties of Directors - A Discussion Paper
June 1990
6 The Responsibilities of Institutional Shareholders - A Discussion Paper
March 1991
7 Companies Act and Articles of Association Guidance
October 2009
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3. Share Capital Management
Areas covered include resolutions authorising allotment of shares, and disapplication of pre-emption rights, own share purchase authorities, scrip dividends, and the treatment of vendor placings. View the
Pre-Emption Group Guidelines
.
1 Directors' Power to Allot Shares
November 2009
2 Own Share Purchase
November 2009
3 Scrip Dividends
April 1997
4 Shareholders' Pre-emption Rights and Vendor Placings
August 1993
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4. Pre-Emption Group Guidelines
These guidelines set out the position of the Pre-Emption Group on the use of pre-emption rights.
1 Disapplying Pre-emption Rights - A Statement of Principles
July 2008
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5. Additional Items
Included in this section are joint ABI/NAPF statements about pre-emption and underwriting, and contracts and severance. In addition, you will find a commentary on developments in property mortgage debenture stocks, a report from the ABI working party on the landlord and tenant act, and guidance relating to contingent dealing by companies in their own shares.
1 ABI/NAPF - Pre-emption and Underwriting
July 1996
2 Property Mortgage Debenture Stocks - A Commentary on Recent Developments
January 1994
3 Report of the ABI Working Party on the Landlord and Tenant (Covenants) Act 1995
January 1996
4 Contingent Dealings by Companies in their own Shares
April 2005
5 Joint Statement on Executive Contracts and Severance by the ABI and NAPF
February 2008
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6. Institutional Shareholders Committee Documents (ISC)
The ISC comprises the ABI, AIC, IMA, and the NAPF. Documents in this section include the statement of principles on the responsibilities of institutional shareholders (a framework for voting disclosure). Other documents which relate to the roles and duties of directors, disclosures relating to R&D expenditure, management buyouts and the responsibilities of institutional shareholders in the UK.
1 Code on the Responsibilities of Institutional Investors
November 2009
2 Statement of Principles
June 2007
3 Role and Duties of Directors - A Statement of Best Practice
August 1993
4 The Responsibility of Institutional Shareholders in the UK
December 1991
5 Suggested Disclosure of Research and Development Expenditure
April 1992
6 Management Buy-Outs
December 1989
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7. Responsible Investment
Latest guidelines on responsible investment disclosure and developments in narrative reporting.
1 ABI Guidelines on Responsible Investment Disclosure
January 2007
2 Developments in Narrative Reporting - An ABI Position Paper
November 2006
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8. Fixed Income
This section includes a selection of documents for fixed income investors, including The Bond Covenant Group’s model covenants, frequently asked questions on the ABI’s Special Committee process and other relevant ABI documents on bond market issues.
1 Model Covenants in Sterling and Euro Bond Issues
June 2010
2 Special Committees - Frequently Asked Questions
June 2010
3 European Corporate Bond Markets: transparency, liquidity, efficiency
May 2006
4 European Government Bond Markets: transparency, liquidity, efficiency
May 2006
5 Improving the functioning of European bond markets: towards a consensus
April 2006
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9. IVIS response to the UK Stewardship Code
This discloses how ABI and IVIS carry out the wishes of our members by applying the principles of the UK Stewardship Code that are relevant to our activities.
1 IVIS response to the UK Stewardship Code
September 2010
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10. Archived Files
Listing of documents and guidelines which have been superseded but which may be of interest or relevance.
1 Share Incentive Schemes - A Statement of Principles
June 1999
-
Guideline Principles - Interpretation and Application
2 Share Option and Profit Sharing Incentive Schemes
February 1995
3 Long Term Remuneration for Senior Executives
(Including Note of Emerging Good Practice)
May 1996
4 ABI/NAPF Joint Statement
July 1993
5 Pre-emption Group Guidelines
October 1987
6 Pre-emption 1
October 1987
7 Pre-emption 2
October 1987
8 Statement of Principles
September 2005
-
Review of the Statement of Principles
September 2005
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