Computershare Limited
CPU
Computershare (ASX: CPU) is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications.
ID: 76027731998-38
Lobbying Activity
9 May 2018
ARTICLE 1
corporate event: Replace ‘affects’ with ‘involves’
record date: ‘record date’ for events and ‘reference date’ for shareholder ID should be unbundled for clarity of these distinct concepts
first intermediary: Purpose requires clarification. Content needs to be amended: it should not be limited to a party that maintains ‘all’ the issuer’s share records as maintenance may be split between more than one party. Also, not all shares will be wholly book entry before the 2025 CSD-R deadline.
ARTICLE 2
We recommend that further industry working groups are established to develop message formats.
ARTICLE 3
Tables 1 & 2 must accommodate disclosure of the next intermediary in the chain and should thus not be limited to shareholder information. We question the inclusion of amendments and cancellations in paragraph 3, which in any event must be timely.
ARTICLE 5
Article requires substantial clarification of purpose and terms: To whom must the first intermediary send the confirmation of entitled positions in its books? If ‘the entitled position shall be reflected in the records of all intermediaries in the chain’ requires end to end reconciliation this should be clearly stated. If the purpose of the confirmation is to facilitate proof of entitlement it should be limited to markets that utilise such a system, and only where the timing of the record date does not fall too late to justify their generation.
ARTICLE 6
Paragraph 2 obligation to update voting instructions to reflect entitled position is commended and should be extended to all intermediaries, not just last intermediary. In Table 5, an additional option/flag to ‘vote all shares’ rather than specifying the quantity is required.
ARTICLE 7
We disagree with the inclusion of detail of the voting instruction in the receipt in table 7. A ‘message received’ response is adequate for this purpose and common practice. The confirmation should not need to be updated/cancelled in any ongoing manner.
ARTICLE 8
We question the purpose of paragraphs 2a-2d, which exceed the remit of ‘deadlines to be complied with for the purpose of communicating or exercising rights’.
The information in paragraph 3 should be limited to outcomes and any proceeds, and not include entitled/settled positions.
ARTICLE 9
Paragraphs 1,4,5&6 should allow next-day transmission if information is received after close of business.
Paragraph 2 must consider that the first intermediary may be informed prior to the announcement but is unable to pass on communications at that point. The requirement: ‘share changes after the first transmission’ must address: many positions are highly active and have multiple updates intra-day; requirements to send the same information multiple times will have a significant impact on communication volumes & cost; increased volumes of duplicated data increase the risk of important updates being missed.
Paragraph 4 obligation that the last intermediary not set a deadline too early should apply to all intermediaries.
Paragraph 5: who is responsible to provide the voting receipt? The term ‘after the cast of the votes’ is unclear & potentially excludes proxy voting, as votes are ‘cast’ at the meeting. We suggest instead ‘after lodgement of the voting instruction’. Article 9(5) must address that confirmations of recording and calculation of votes need only be made available on request. Also, a response deadline of 15 days after the meeting is illogical as requests can occur up to three months after the vote under the Directive.
Additionally, consideration needs to be given to subdivision of confirmations from the issuer when passed down by intermediaries, due to omnibus accounts. An obligation on the intermediary to reconcile the omnibus account, votes lodged and issuer confirmation(s) should be considered. Any confirmation subdivided to be passed to shareholders should have a flag indicating that it is intermediary-generated and not issuer-generated.
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