An industry working group has been formed to develop guidance on disaggregated voting outcomes disclosure for companies with dual-class share structures.
The Financial Conduct Authority published its final ruling on introducing dual class shares to the UK equities market in July of 2024, allowing firms to offer greater voting rights to certain shareholders, typically owners or founders of a company.
Such a system is already in place in the US, with the Ford family holding 40 per cent of voting rights at the car giant while holding only 4 per cent of its equity. The opening of dual class within the UK was opposed at the time by institutional investors including Railpen.
The Governance for Growth Investor Campaign will run the new industry working group with the International Corporate Governance Network. It will espouse the potential benefits of disaggregated, or class-by-class, vote disclosures when launching its new rules.
Class-by-class vote disclosure entails companies with multiple classes of shares being required to separately disclose vote tallies for each class, which the asset owners claims provides better visibility to both investors and to the boards and management of companies, as to the preferences of both insider and independent shareholders.
The FCA has said it would “welcome a market-led working group” to consider the costs and benefits of such disclosure, including a standardised methodology for the tabulation of votes.
The working group will bring together participants from across the investment chain, including representatives from GGIC, ICGN, the Council of Institutional Investors, ICEV, the Corporate Governance Institute UK & Ireland, Florida State Board of Administration, Railpen and Nest. The Investor and Issuer Forum will also join as an observer.
The group will be chaired by Caroline Escott, chair of the GGIC and head of investment stewardship and co-head of sustainable ownership at Railpen.
Escott says: “Effective disclosure underpins the confidence and trust on which healthy capital markets depend. By convening this working group, we are taking a step towards developing clear, globally relevant guidance that will be of use to both companies and investors.”
The formation of the working group follows from the GGIC’s launch of its 2026 policy priorities in December, the expansion of the campaign’s membership and supporter base in May, and comes ahead of its modernisation of corporate reporting consultation.
