Companies Act 2014 section 1110K

Transparency of proxy advisors

Section 1110K sets out the annual transparency and disclosure obligations that apply to relevant proxy advisors, including requirements around codes of conduct, methodology disclosure, and conflicts of interest.

• Proxy advisors must annually disclose whether they follow a code of conduct, and if so, report on how they have applied it — or explain and justify any departures from it
• Detailed information about the methodologies, information sources, quality procedures, and voting policies used in preparing research, advice, and voting recommendations must be publicly disclosed and kept available for at least three years
• Any actual or potential conflicts of interest, or business relationships that could influence their work, must be identified and promptly disclosed to clients along with the steps taken to address them
• All public disclosures must be made available free of charge on the proxy advisor's website, and the obligations apply to proxy advisors serving shareholders in respect of shares traded on a regulated market where Ireland is the competent Member State

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