UK Stewardship Code FAQs
The FRC will continue to update these FAQs in response to queries. If you have more questions about the Code, please contact us at firstname.lastname@example.org
Last updated: 02/04/2020
Who should apply to become a signatory to the Code?
Asset owners such as pension schemes, insurers, foundations, endowments and sovereign wealth funds. Guidance from The Pensions Regulator encourages defined benefit and defined contribution pension schemes to become signatories to the Code. Guidance from the Department for Communities and Local Government (now the Ministry of Housing, Communities & Local Government) recommends that administering authorities in the Local Government Pension Scheme become signatories to the Code.
Asset managers (investment managers) who manage assets on behalf of UK clients or invest in UK assets. FCA-regulated asset management firms covered by the FCA Conduct of Business Sourcebook (COBS) Rule 2.2.3 are required to disclose the nature of their commitment to the Code or where they do not commit to the Code, their alternative investment strategy.
Service providers such as investment consultants, proxy advisors, pension lawyers and data and research providers that support asset owners and asset managers to exercise their stewardship responsibilities. Fiduciary managers will need to fulfil reporting expectations relevant to their role from both the Principles for asset owners and asset managers and Principles for service providers.
How do we apply to become a signatory?
The Code took effect on 1 January 2020. Organisations that wish to become signatories may begin applying the Principles from this date.
In order to become a signatory, organisations will have to submit an annual Stewardship Report (the Report) to the FRC explaining how they have applied the Code over a 12-month period. The Report must be reviewed and approved by the applicant’s governing body, and signed by the chair, chief executive or chief investment officer.
The FRC will evaluate Reports and those that meet the reporting expectations will be listed as signatories to the Code. Once the applicant has been accepted as a Code signatory and the Report is approved by the FRC, the Report will be a public document and must be made available on the signatory’s website.
Applicants wishing to be considered for the first list of signatories to the new Code will need to submit their Report, covering the period 1 January 2020 - 31 December 2020 by 31 March 2021. Organisations that wish to align their reporting with a different period can apply after this date.
Our UK business is a separate legal entity within a global organisation. Which should apply?
Organisations should in the first instance seek to apply the Principles across their business and report as a single global organisation. Where an organisation is unable to do so, the UK entity may report. A clear explanation for this and the scope of the information included in the Report should be provided.
My organisation is a signatory to the 2012 Stewardship Code, do we remain a signatory or do we need to apply?
The 2020 UK Stewardship Code sets a new higher standard for stewardship reporting, including a requirement for annual reporting on stewardship activities and outcomes. All signatories to the 2012 Code will need to apply to become a signatory to the 2020 Code by submitting a Stewardship Report that meets the FRC expectations.
Do we need to keep our 2012 Stewardship Code statement if we will be applying to become a signatory to the 2020 Code? Are we still required to update it this year?
Current signatories to the 2012 Code should keep their Code statements on their website until the first list of signatories to the 2020 UK Stewardship Code is published, which is expected to be in summer 2021. At this point the 2012 Code will be discontinued and the list of signatories on the FRC’s website will be archived.
The FRC does not require 2012 Code signatories to update their statements this year. Signatories should focus on applying the 2020 Code Principles so that they are ready to report from 2021.
How can we demonstrate commitment to the FCA Conduct of Business Sourcebook (COBS) Rule 2.2.3 until the 2020 Code accepts applicants?
FCA-regulated firms that are required under the Conduct of Business Sourcebook (COBS) Rule 2.2.3 to explain the nature of their commitment to the Stewardship Code should take the actions below.
- Existing signatories to the 2012 Code:
Organisations should keep their 2012 Stewardship Code statement on their website until the first list of signatories to the 2020 Code is published in summer 2021. At this point, the 2012 Code will be discontinued – organisations will have to either be accepted as a signatory to the 2020 Code or explain their alternative investment strategy.
- Non-signatories to the 2012 Code:
The 2012 Code was closed to new applicants on 31 December 2019. Organisations should continue to explain their alternative investment strategy until they apply and are accepted as signatories to the 2020 Code (if they choose to do so).
Should we notify the FRC that we will apply to become a signatory in 2021?
The FRC encourages any organisations that intend to apply to become signatories to the Code in the first application window (by 31 March 2021 for the reporting year 1 January – 31 December 2020) to notify us of their intention to do so at email@example.com
How should we structure the Report?
The Report should be a single document structured to give a clear picture of how the organisation has applied the Code.
Applicants should aim to create a document that is informative and useful to clients and beneficiaries as well as the regulator. Signatories should structure their Reports in a way that achieves this objective – the FRC does not require signatories to address each Principle separately.
What does ‘apply and explain’ mean for the Principles?
In order to become a signatory to the Code, organisations are required to apply all relevant Principles – 12 Principles for asset owners and asset managers, and 6 Principles for service providers – and explain how they have done so over a 12-month period.
The Principles are supported by reporting expectations, which indicate the information that organisations should disclose in order to demonstrate their application of the Principles. There may be occasional cases where the reporting expectations do not apply for an organisation’s business model. In these cases, the FRC would expect, as part of the Report, a clear explanation of why the reporting expectation is not appropriate.
Which sets of reporting expectations should we apply?
The reporting expectations for Principles 6, 7, 8, 9, 11 and 12 provide flexibility for signatories on the information that they report against these Principles. Applicants should choose the approach most appropriate to their business model – for example, whether they are engaging directly with issuers or overseeing an organisation that engages on their behalf.
Organisations carrying out multiple functions may find it appropriate to report against both sets of reporting expectations, for example organisations that invest both directly with issuers and through funds.
The Code requires signatories to apply stewardship across all asset classes and geographies. How should we report on this?
The FRC recognises that investors in asset classes outside UK listed equity may have different rights, responsibilities and abilities to influence. Applicants should consider what forms of rights and influence they have beyond voting rights and explain how these have been exercised. Where organisations face practical or legal barriers to exercising stewardship, they should explain these and any actions they are taking as a result.
Reporting should be proportionate, with examples reflecting the breakdown of assets under management by asset class and geography reported under Principle 6. For example, if an organisation is invested 50% in equities and 50% in fixed income, examples in the report are expected to evidence approaches in both asset classes, not just equity. Where this is not the case, an explanation should be given.
Should we include policy documents and voting records within the Report?
The Report should provide enough information to enable the reader to have a good understanding of the application of the Code without having to refer to information elsewhere. However, signatories are not required to provide the full text of policy documents within the Report. They should provide a summary with enough information that readers of the Report can understand the key features of the policy. Where documents are referred to, these should be easily accessible and linked to from the Report.
The FRC does not expect signatories to include their full voting records within the Report. Instead, they should provide meaningful summary information about their voting within the document and link to their voting records, which should be publicly disclosed on their website.