AGMs, EGMs and contested meetings, we are able to help you plan your engagement process. Services include but are not limited to:

Ownership Insight & Influence Analysis

A review of your shareholder ID to provide an influence analysis report which indicates the proxy advisors shareholders subscribe to and how they incorporate this research into their decision making process.

We will also review the beneficial ownership of your share register to ensure any asset owners who retain voting rights are reflected in the top down list of influences on your register.

AGM Planning & Early Warning

A review of the proposed resolutions and their alignment with the policies of the major proxy advisors to determine any possible issues.

We are able to replicate Proxy Advisors Pay for Performance Models (in applicable markets) which may flag concerns relating to the peer group used for comparative purposes. It is unlikely that these peer groups match the peer group you use for benchmarking purposes. This will allow you to manage expectations internally of possible issues.

Open Engagement can also review and provide suggestions for disclosure in your Notice of Meeting

Comprehensive Meeting Project Management‍ ‍

Stakeholder Engagement – Identify an appropriate cohort of key stakeholders (e.g. proxy advisors and investors) to engage with on the resolution(s) to be considered.

Development of tailored engagement strategies on governance and remuneration issues

Know the decision makers and when to engage

• Understand their influences

• How best to leverage support

• Retail Engagement (where required)

• Advice on voting decisions aligned to client stewardship policies

Vote Projection – Scenario forecast based on the variables of institutional shareholder ownership, shareholder behaviour on similar resolutions and proxy advisor recommendations.

Vote Tracking (Australia only) – Ensuring you have the most up to date information on how shareholders are currently voting and any dissent. Managing votes through to your registry, ensuring they reflect investors intentions and rectifying issues.

Proxy Advisor Research Response – Communicating your perspective to investors in the event of a negative recommendation. Formulate an appropriate message addressing key concerns and distributing to decision makers.

Activist Defence

Should there be a public or private activist campaign against the proposed resolutions at the AGM, we are able to provide advice and strategy on the best defence. This includes:

Vote Projection – Scenario forecast based on the variables of institutional shareholder ownership, shareholder behaviour on similar resolutions and proxy advisor recommendations.

It is imperative to understand required support to mitigate the possible impact of an activist campaign. Especially where this is not public.

Shareholder messaging – Knowing the messaging shareholders will respond to when presented with an activist’s alternative viewpoint is key to determining outcomes.

Corporate Governance Advisory

Assessment of board composition, independence, tenure and skill mix

Evaluation of governance frameworks against market best practice and regulatory expectations

Review of board and committee mandates, policies and accountability structures

Support on governance enhancements related to ESG oversight and risk management

Remuneration Advisory

Review and design of executive remuneration structures, including fixed pay, STI and LTI plans

Alignment of remuneration with long‑term strategy, shareholder outcomes and sustainable performance

Quantitative and qualitative benchmarking of remuneration outcomes against peers and market standards

Advice on the use of financial and non‑financial performance metrics

Review of remuneration reports and disclosure quality

Guidance on remuneration transparency and regulatory compliance

Support to address shareholder feedback and proxy advisor concerns

Regulatory and Market Developments

Monitoring and interpretation of evolving governance and remuneration regulation

Analysis of emerging market practices, investor expectations and proxy guidelines

Practical insights into how changes may impact boards, incentives and disclosures

We offer a comprehensive range of solutions in relation to a proposed Scheme of Arrangements or Takeover Offers. We are able to provide unrivalled experience in execution of successful M&A Transactions. Components include:

Review of scheme booklet, bidders or targets statements – With a key focus on Governance and Messaging

Share register and beneficial ownership analysis – Identification of stakeholder groups to engage with

Proxy Advisor Engagement Support

Identification of key stakeholder groups with which to engage

• Institutional

• Proxy Advisors

• HNW/Retail Engagement

Multi-Channel engagement strategies to maximise outreach to your shareholder base.

There is no longer one way to reach your shareholder base. Rather a combination of SMS, Phone Calls, Email, media advertising and where prudent, leveraging social media are the most effective ways to reach the largest audience possible.

• Capital Raisings – Deliver your message straight to shareholders to ensure they remain engaged throughout the raise and beyond.

• Takeovers – Whether bidder or target, promoting participation or on defence, considering retail in a pathway to success is critical to your outcome.

• Scheme meetings, proving the headcount test by knowing how to deliver the rationale for the Board’s recommendation is an important factor in the outcome.