Guidelines

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Guidelines

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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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