Good Corporate Governance.

“We believe companies that demonstrate good corporate governance and have policies for a sustainable business model will deliver better shareholder value.”

Andy Banks

Head of Corporate Governance

Legal & General Investment Management

GRAPH FROM 2009 TO UPDATE Trend of ESG Engagement over time

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WHAT WE KNOW

Corporate governance covers a broad remit of financial and extra-financial elements, from how a company is managed to the rights of shareholders. It is about looking after the long-term interests of shareholders, by voting and engaging directly with the companies we invest in and ensuring that they have the right structure in place to manage their own risks and opportunities.

We are also aware that individual shareholders lack the influence to ask difficult questions on how companies are impacting society, the economy and the environment. Therefore the responsibility of institutional shareholders is to take this challenge to large companies on behalf of the individuals they represent. For Legal & General this means representing the views of our seven million retail clients.

Legal & General Investment Management (LGIM) is a major investor in the UK and also a significant shareholder of equities and fixed income assets globally.

Asset mix

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We are committed to using our position of influence to help improve board practices and performance in the markets in which we invest. This involves engagement with investee companies directly and collaboratively with other institutional investors.

In recent times, we have witnessed an increase in investor activity globally as demonstrated by shareholder proposals being put forward at general meetings. These proposals range from the removal of directors from the board and the appointment of shareholder nominees to calls for increased transparency on environmental and social issues. They highlight some of the key risks which we would expect management to respond to in order to protect shareholder value.

As an industry, we are more focused on the ‘mainstreaming’ of responsible investment rather than developing a traditional ethical funds approach. This is evidenced by the Eurosif study published in 2010 – European Sustainable and Responsible Investment (SRI) Study, which demonstrated that the European SRI market had significantly grown to €5bn to the end of 2009, with a broad responsible investment approach representing nearly 80% of the overall assets.

A remarkable growth in the number of UN Principles of Responsible Investment (PRI) asset owner/manager signatories (since inception in 2006 to current level of 813 as at October 2010), also signals the industry’s effort towards collaborative engagement to address the responsibility of asset ownership globally.

In June 2010, the Financial Reporting Council (FRC) issued The UK Stewardship Code–guidelines designed to aid engagement between companies and their shareholders. 122 asset managers/owners have signed up to the code to date and the scrutiny over the practice of asset managers has further magnified.

WHAT WE ARE DOING

AT LEGAL & GENERAL GROUP

We continue to build the case for other companies to undertake good ESG governance as part of doing business. Since the recession, we have re-run the Business in the Community “Value of Good Governance research” we worked on in 2008 to see how the recession has affected the link between good ESG (Environmental, Social and Governance) and TSR Total Shareholder Return (TSR). The results signaled to the investment market and business in the community members that good management of ESG risk can help businesses. This was published in the FT in June in line with the BITC CR Index for 2009 being launched.

We have also supported BITC in challenging ESG engagement in alternative to models such as Private Equity by participating in roundtables with these businesses to encourage this important agenda in alternative sectors.

AT LEGAL & GENERAL INVESTMENT MANAGEMENT

  • LGIM has conducted 170 ESG driven engagements in 2010.
  • We expanded the voting coverage from UK and top 100 North American companies to developed markets worldwide during 2010. By the end of the year, our voting coverage included most developed markets, which constitute c.97% of overall equity assets managed.
  • During 2010, we welcomed the FRC’s UK Stewardship Code which advocates transparency, collaboration and effective communication of robust voting and engagement activities to clients. In September LGIM registered its compliance, having made specific reference to each of the principles in our corporate governance policy.
  • We also became a signatory to the UN PRI in September as we strengthened the capability to address overall ESG issues in our holdings. We have also participated in their case study and guidance notes for passive asset owners and managers. It highlights how we actively manage passive assets and the approach taken to expand the voting coverage to overseas markets.
  • We continue to engage collaboratively with other investors through forums such as the Association of British Insurers and UK SIF (Sustainable Investment and Finance) association. We also engaged with NGOs and other stakeholders on key ESG topics that can affect the value of our holdings.

INDUSTRY AND REGULATORY CONSULTATIONS

As a major shareholder in global companies, we consider it important to try to shape the future of corporate governance and to improve best practice. One of the most constructive ways to achieve this is by responding to industry consultations. We have responded to the following consultations during 2010:

  • The FRC’s Stewardship Code
  • The BIS consultation on the future of narrative reporting
  • The BIS consultation on a long-term focus for corporate Britain
  • The European Commission’s Green Paper on corporate governance in financial institutions and remuneration practices
  • The Tokyo Stock Exchange’s listing rules and systems for investors

Looking forward

Environmental, Social and Governance (ESG) Integration

While ESG topics can be looked at individually, we are increasingly focusing our effort on ‘integration’. That means we may look at environmental issues with their social implications, link sustainably issues with governance structures and address how all such issues are integrated into the general investment dialogues with companies.

As a result, our target for 2011 has been aligned with this approach by measuring the proportion of each ESG component to the overall number rather than a standalone number. In practice we will be tracking every engagement to see if it covers any of the ESG aspects. We have committed to engage with 200 companies on ESG issues (at least 20% of which to include topics on environmental and/or social issues).

Playing the long game

Managing assets on a passive basis in Index Tracking funds lead to long-term holdings that allow us to build meaningful relationships with companies over long periods. As such we can address issues which may not be material today or tomorrow. We intend to strengthen our research in identifying key medium-to-long-term ESG risks that our clients’ investments are exposed to and address them over time as the external environment, such as regulations and the impact of climate, continuously change.

Case Studies

We believe direct engagement with companies is vital to ensure that shareholder concerns are heard and acted upon. As the investors become more active and engage collectively, company boards and management will be increasingly challenged on managing risks within their businesses.

Below are two case studies on the engagement we carried out in 2010:

What matters to you?

Do pension trustees have a responsibility to invest your money ethically?