The Mechanics of Shareholder Communications: The SEC s Concept Release An Opportunity for Funds
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1 The Mechanics of Shareholder Communications: The SEC s Concept Release An Opportunity for Funds Mutual Fund Directors Forum February 16, 2011 Edward L. Pittman Edward.Pittman@Dechert.Com 2010 Dechert LLP
2 Proxy Issues are Significant Affects Relationship Between Issuers and their Shareholders Magnitude of Industry 13,000 Corporate Actions Annually Require Votes* 340 Million Shareholder Packets Mailed in 2009* Important to Mutual Funds Ability to Effect Changes Expenses Borne by Fund Shareholders *Source: Broadridge 2
3 Overview Background Key Terms and Concepts How the System Works Role of Participants Issues Under Consideration 3
4 Origin of Current System Paperwork Settlement Crisis 60s and 70s Introduction of a Central Depository - DTC Recommendations of the SEC Ad Hoc Advisory Committee Reforms Adopted by SEC in 1983 NOBO OBO System Defined Time Periods for Proxy Participants Issuers Must Pay Reasonable Expenses of Brokers 4
5 Overview Laws Affecting Proxy Voting Forms of Share Ownership Registered Owner ( Legal Owners ) Beneficial Owners ( Street Name, Nominee Name ) Objecting Beneficial Owners ( OBOs ) Non-Objecting Beneficial Owners ( NOBOs ) Rationale for Distinction Privacy Competitive Concerns about Customer Accounts Maintain Control of Customer Relationship For Retail Investors, Status Often Determined by Default at Account Opening 5
6 Overview of Legal Share Ownership (Corporate) Public Company Transfer Agent Shareholder Shareholder Shareholder DTC Broker Bank OBO NOBO OBO NOBO 6
7 Overview of Legal Share Ownership (Mutual Funds) Mutual Fund Transfer Agent Shareholder Bank Shareholder Broker Shareholder Broker OBO NOBO OBO NOBO OBO NOBO 7
8 OBOs/NOBOs (corporate) Shares Owned by Registered Owners: 10-20% Shares Held in Street Name: 80-90% (NOBOs and OBOs) 75% of Beneficial Owners are OBOs (Retail and Institutional) Retail v. Institutional Retail Investors (73% NOBOs) Institutional Investors (75% OBOs) Broker Account Defaults No Regulatory Standard 8
9 NOBO/OBOs (Corporate - based on number of shareholders) Beneficial Owners 27% OBOs Registered Shareholders 15% NOBOs 73% 9
10 Overview of the Proxy Communication Process Key Players Issuers Shareholders Transfer Agents Brokers and Banks Depository Trust Company ( DTC ) Broadridge Proxy Advisors Vote Tabulator Additional Terms Search Card Voting Instruction Form ( VIF ) Omnibus Proxy 10
11 Proxy Process Step 1 (Proxy Materials - Corporate) Issuer 2 DTC promptly responds to Issuer 1 Request to DTC for list of Nominees Depository Trust Company 3 Search card sent to Nominees requesting number of Shareholders Broker/Bank 4 Broker/Bank delegates response obligation NOBO OBO Broadridge 5 Broadridge responds to Issuer 11
12 Proxy Process Step 1 (Proxy Materials Mutual Funds) Issuer 2 Broadridge promptly responds to Fund 1 Request to Broadridge for list of Nominees Broadridge 3 Search card sent requesting number of Shareholders Broker/Bank 4 Broker/Bank delegates response obligation to Broadridge NOBO OBO Broadridge 5 Broadridge responds to Fund 12
13 Proxy Process Step 2 (Voting Corporate) Issuer prints and delivers proxy materials & proxy cards Issuer Depository Trust Company Issuer prints and delivers proxy materials Broadridge (sometimes, transfer agent) Omnibus proxy assigned to Nominees Brokers and Banks Power of attorney and data feed of beneficial owners Forwards proxy materials & voting instruction form (VIF) Executed VIFs Forward proxy materials & VIF Executed VIFs Broadridge Registered Shareholder Retail Beneficial Owners Institutional Beneficial Owners Proxy Advisory Firms Executed proxies Vote Tabulator (sometimes, transfer agent) Executed proxies on behalf of securities intermediary according to VIF 13
14 Proxy Process Step 2 (Voting Mutual Funds) Delivery of proxy materials & proxy cards Issuer Delivery of proxy materials Broadridge (sometimes, transfer agent) Forward proxy materials & voting instruction form (VIF) Brokers and Banks Executed VIFs Power of attorney and data feed of beneficial owners Broadridge Registered Shareholder Retail Beneficial Owners Executed proxies Vote Tabulator (sometimes, transfer agent) Executed proxies on behalf of securities intermediary according to VIF 14
15 Institutional Investors Fiduciary Obligations Fund Disclosure of Voting Policies and Record The Role of Proxy Advisory Firms Highly Concentrated (ISS/Risk Matrix/MSCI) Many Services Gatekeeper Functions Conflicts of Interest 15
16 Role of Brokers The NYSE Plays an Important Role in Proxy Mechanics NYSE Regulates Member Brokers Rule 452 Broker-Discretionary Voting Non-Controversial Proposals Uncontested Director Elections Brokers May Vote Uninstructed Shares on Routine Proposals Auditor Ratification Broker non-votes for quorum purposes Methods of Voting Echo or Mirror Voting 16
17 Role of a Single Service Provider Issuers Not Allowed to Mail Directly Central Intermediary Concept Proposed Standardized Data Delivery Format Economies of Scale Confidentiality of Customer Names Independent Election Corporation of America Chosen by NYSE in 1987 Automated Data Processing ( ADP ) Entered Market in Late 1980s Monopoly Created - 99% Market Share by 1997 Broadridge Public Company a Spin-Off From ADP 17
18 Proxy Plumbing Step 1 (Proxy Materials Mutual Funds) Issuer 2 Broadridge promptly responds to Fund 1 Request to Broadridge for list of Nominees Broadridge 3 Search card sent requesting number of Shareholders Broker/Bank 4 Broker/Bank delegates response obligation to Broadridge NOBO OBO Broadridge 5 Broadridge responds to Fund 18
19 Proxy Plumbing Step 2 (Voting Mutual Funds) Delivery of proxy materials & proxy cards Issuer Delivery of proxy materials Broadridge (sometimes, transfer agent) Forward proxy materials & voting instruction form (VIF) Brokers and Banks Executed VIFs Power of attorney and data feed of beneficial owners Broadridge Registered Shareholder Retail Beneficial Owners Executed proxies Vote Tabulator (sometimes, transfer agent) Executed proxies on behalf of securities intermediary according to VIF 19
20 NYSE as a Reluctant Rate Setter Rules 451 and 465 Define Reasonable Expenses NYSE Proxy Working Group Examples of Regulated Fees NYSE Rules $.40 Base Mailing Fee - Per Account $.25 - $.50 Incentive Fee for Suppression - Per Account/Per Issuer/Per Year $.06.5 NOBO Lists - Per Account $.40 Follow-Up/Reminder - Per Account $.05 - $ 25 - Notice Only Fees Per Account Out of Pockets Postage, Envelopes etc. Unregulated Fees 20
21 Problems with Current System Outdated Designed 40 Years Ago Inefficient Too Costly Impedes Issuer Communication with Shareholders Leading Proponents of Change Business Roundtable (2004 Proposal) Council of Institutional Investors Shareholder Communications Coalition (Five Major Industry Groups) 21
22 Issues Raised in the SEC Concept Release Integrity of Voting Process Role of Proxy Advisory Firms Communications with Shareholders Expenses 22
23 Improving Shareholder Communication Enhance Shareholder Education Eliminate the NOBO/OBO Distinction Fees Nominee Accounts NYSE Proxy Working Group Study (Retail Status) Address Retail Account Opening Default Status Permit Advance Voting Instruction ( Client-Directed Voting ) 23
24 Reducing Communication Expenses Eliminate NYSE Rate Setting Function Absence of Competition Funds/Issuers Cannot Communicate Directly with NOBOs Brokers Do Not Pay Fees - Agnostic Brokers Do Not View as a Revenue Center Brokers Delegate Obligations to Broadridge Funds/Issuers Must Pay Fees - But Do Not Select Service Provider Evidence of Cost Savings From Potential Competitors Proposal for Central Data Aggregator 24
25 Issues for Fund Industry Large Retail Investor Base Not Like Corporate Equities Difficulty Obtaining Quorums and Necessary Votes More Frequent Communications Annual and Semi-Annual Reports Current Prospectus 25
26 Final Thoughts Proxy System Has Not Been Revisited for 40 Years Many Embedded Interests and Conflicts The Mutual Fund Industry is a Big Stakeholder This is an Opportunity to Consider Improvements Directors Should Inquire About How Changes Would Affect Their Funds 26
27 The Mechanics of Shareholder Communications: The SEC s Concept Release An Opportunity for Funds Mutual Fund Directors Forum Edward L. Pittman Edward.Pittman@Dechert.Com 2010 Dechert LLP
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