The National Association of Pension Funds (NAPF) has updated its Corporate Governance Policy and Voting Guidelines which can be found on the NAPF website at http://www.napf.co.uk/Policy/Governance.cfm .

Principal changes include the following:

  • Combined Chairman/CEO – where the roles are combined for more than one year, investors may consider withholding their votes or voting against a resolution to re-elect the Chairman.
  • Continued material non-compliance – in the event of continued material non-compliance with the Principles of the Combined Code, investors may consider withholding their vote or voting against a resolution to re-elect the Chairman.
  • Non-executive directors and independence – the NAPF suggests that, with regard to independence, the emphasis for both FTSE and AIM companies should switch from a simple nine-year test to a concurrency test i.e. a non-executive director who has served more than nine years concurrently with an executive director should no longer be regarded as independent.