ProxyCensus Brochure 2012-13

1. Adding a voice
to your vote
Copyright © 2011 ProxyCensus Limited
UK Registered Company N° 6490912 | Suite B, 29 Harley
Street, London W1G 9QR, United Kingdom

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3. Table of Contents
At a Glance 2
The Team 2
Our 6P Mission Statement 3
Global Proxy Solicitation 4
Team Track Record 4
The ProxyCensus Approach 5
Identifying & Communicating with Shareholders 5
Agenda 6
Shareholder Identification 6
Shareholder Identification Added Value 7
Proxy Voting 8
Proxy Voting Process 9
Summary 10
Why Choose Us 11
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4. At a Glance
Next Generation Borderless Shareholder Communications
The ProxyCensus team was drawn together through a shared passion for simplifying shareholder
communications in the period of time leading up to a company’s general meeting, whether it be
ordinary, extraordinary or mixed. Promoting and developing corporate democracy are important
values that our team puts into practice when confronted with the critical challenges encountered
by listed companies. ProxyCensus was established on a straightforward principle: Our success
would come from our clients’ prosperity. Our focus on client services and our appreciation of
the importance of building and maintaining long-term relationships has matured out of this
philosophy. With experience in diverse sectors across Europe and North America our
international team of consultants collectively boast the completion of more than 125 successful
corporate events.
The Team
ProxyCensus consists of an international team with 40 years combined experience in both
shareholder and corporate communications. Our knowledge of the industry is based on over 300
projects we have covered on five continents. Industries encompassed include banking, financial
services, telecommunications, transport, utilities and fashion. Adding to that our team comes
from diverse professional, linguistic and cultural backgrounds but are bound by ProxyCensus’
same result-driven approach we apply to each and every single project we dedicate ourselves to.
Our alliances:
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5. Our 6P Mission Statement
Preparation & Planning Promotes Positive Proxy Participation
The answer to your shareholder communication needs is as
simple as the ProxyCensus 6P Philosophy:
• Humanly manned 24H shareholder prop-up service
• Encouraging investor support
• Explanation of varying and complex cross-border voting procedures
• Direct intervention with the voting authorities, investors, custodians, proxy advisors
and all other parties involved in the voting process
• Escalating investor awareness
• Lineal feedback from investors to our clients
• Quantifiable results
We bridge the gap that no other proxy solicitor / global information agent are proficient to fill.
“Harmonizing your shareholder communications combined with investor insight can significantly
influence meeting results, expose potential risk and broaden investor loyalty.”
“
“Harmonizing your shareholder communications combined with investor insight
can significantly influence meeting results, expose potential risk and broaden
investor loyalty.”
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6. Global Proxy Solicitation
Global Coverage, However Complex the Job
Everyday companies are faced with the common challenge of communicating with their
shareholders. This issue multiplies in dimension during the run-up to a General meeting when
shareholders and decision makers are submerged with information from diverse sources.
The transmittal of data through highly efficient internal systems is very often compromised
by dissimilar cross border voting procedures and regulations. If that wasn’t enough shareholder
ownership profiles are fragmented more than ever due to the increased number of international
institutional investors and financial community intermediaries so you can never be certain if you’re
actually communicating to the right entity or more importantly to the correct voting authority.
The fundamental approach of ProxyCensus’s global proxy solicitation programs is through
effective undeviating communication. By drilling down through the complex multilayered
ownership infrastructure we are able to unveil the actual voting authority and guarantee a clear
channel back to the issuer. This is accomplished through a series of contact networks which
include Legal & Compliance , Corporate Actions and Proxy Servicing Departments throughout
the global financial community.
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7. Team Track Record
Getting the job done
ProxyCensus Team:
Meeting Solicitation Equity Reconnaissance Global Information Agent Debt Identification
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8. The ProxyCensus Approach
How ProxyCensus Shareholder Identification and Proxy Voting
Services are Integrated In Practice
Our techniques provide clients with fact checkers and pin-point precision. Cross referencing
the inconsistent fragments acquired from direct contact and exhaustive research reduces risk
of non identified shareholders. We mould each identification report to our client’s exact needs.
Our course of action and the consistency of our data sources ensure that the information
supplied is precise and in time for a general meeting. The techniques used to correctly
scrutinize and compile a companies’ shareholder structure also permits the meetings steering
team to prime the optimal distribution of resources in the run up to the general meeting.
Identifying & Communicating
with Shareholders
Transparency of The Shareholder Structure As Pre-requisite To
Needed Action Enabler
…by knowing the existing Shareholder
Get overview
shareholder base identification
…to move to the final de- Strategic
Know the target
sired shareholder structure targeting
Gain control …to steer in the desired Proxy voting
direction and decisions
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9. Agenda
1. SHAREHOLDER IDENTIFICATION
1. PROXY VOTING
2. SUMMARY
Shareholder Identification
TWOFOLD The Amount of Identified Shareholders With ID
Unknown Unknown Unknown
Investors Investors Investors
Inadequate Knowledge = Increased Risk
Unidentified Increased Knowledge = Reduced Risk
Nominee
positions Identified Identified
Identified
Before ID After ID Target
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10. Shareholder Identification Added Value
Proxycensus ID Reveals “Profile” of Shareholders
Not Just a Number
Registered Proxycensus id
Shareholders Identification
Total
Identified Shareholders 1/3 2/3 (*)
Yes (without
Regional Split
nominees) R
Investment Style V R
Turnover V R
Biggest Buyers V R
Shareholder V R
Proxy Advisor
(level of delegation) V R
E-Voting Platform V R
(*) sentiment towards meeting and management
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11. Agenda
1. SHAREHOLDER IDENTIFICATION
1. PROXY VOTING
2. SUMMARY
Proxy Voting
From Id To Proxy Voting
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12. Proxy Voting Process
ProxyCensus Interfaces All The Vital Areas
This Proxy Process Flow Chart is intended to be a general overview of the proxy flow.
Through seamless surveillance, investor insight and clarity ProxyCensus allows you
to keep control of the situation.
sentiment / Proxy chasing / Vote Confirmation Increase Participation / reduce negative votes / Assist
International Shareholders
Confrim Holdings / Agenda Reception / Meeting
recommendations Transmittal of info
SPR / Confirm distribution/ Vote status
to subscribers confirm voting
Fees
Confirm cut-off dates / Totla votes
Geograpical holding distribution
Record keeping
Transfer
Pro-active dialogue
N-PX forms 13F HR /N-q/ NCSR
Agents
Audit DEF 14A filings
SEC
Fees
Certified votes
Inspector of
Elections
Holdings
Reports Total votes
Ballot & AGM Materials
Vote instructions Voting instructions
Research & ballots
Beneficial owner &
Search card results
institutional investors Votes Fees
Holdings
Tabulators
Nominee cost
International Institutional Votes
Advisory fees Recommnedations to Participants
Global holdings
Ballot distribution fees (global only)
Clearing house DTC
Sub-custodian fees
Custodial services
Custodial service fees
Fees
Custodians Sub-Custodians
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13. Agenda
1. SHAREHOLDER IDENTIFICATION
1. PROXY VOTING
2. SUMMARY
Summary
• Two fold transparency • Tracking of shareholder Base
Increase identified • Relationship enhancement
• institutional & nominee holders • Stabilze shareholder base
• Synchronize communication • Long term investors
during agm build-up
• Cut AGM cost
Achie
ve
m
en
ts o
f
O u tl o o
far
kt
th
o
ef
uture
• Meet Quorum requirements • Maintain control
• Increased vote participation • Reduce risk of activism
• Raise shareholders registration • Improve Corporate Governance
• Enhance Corporate Governance • Amplify communication frequency
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14. Why Choose Us
Shareholder Communications Measured Around Your Needs
General Meeting is the unique moment in the financial calendar where investor support towards
management is measurable and comparable to peer competitors. Our mission is to accumulate
the votes required in order to ensure a successful meeting, reduce operational risk, and gather
shareholder sentiment. In a persistently evolving environment, ProxyCensus is the most
competent running mate to assist the General Meeting steering team to:
• Full understanding of cross border voting procedures
• Crafting a crisp and clear corporate message
• Direct intervention with investors, custodians, proxy advisors and all other parties involved
in the process
• Genuine intermediary interaction (not call centre operators)
• Delivering comprehensive feedback and workable results throughout the process
• Rapid reaction and response on any market and time zone
• Most competitive rates – No other company can match
By reducing operational expenditure ( expensive, inactive office locations, preventable travel
costs, bumped up out of pocket expenses etc) ProxyCensus is able to deliver a highly cost
effective general meeting solicitation program maintaining the highest possible standard of
excellence. It’s all about focus and dedication. ProxyCensus is the only company on the market
that can guarantee 100% attention to your general meeting. We won’t try to sell you services
you don’t need, try to tell you how to run your company or overcharge you as a result. We’ll give
you the tools you need for you to reach the best possible outcome of your General Meeting.
At ProxyCensus we’re committed to nothing less than making your General Meeting a success,
whoever and wherever your investors may be. We look forward to making our skilled and unique
dedication work for you. To find out how, contact:
Miguel Carrasco
Managing Director m.carrasco@proxycensus.com
“
To effectively communicate we must realize that we are all different in
the way we perceive the world and use this understanding as a guide
to our communication with others”
Anthony Robbins
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