Some of the UK’s largest pension schemes have launched a working group to improve voting disclosure at companies with dual-class share structures.
The Governance for Growth Investor Campaign (GGIC) has formed the group in collaboration with the International Corporate Governance Network (ICGN) to develop guidance on disaggregated voting outcomes disclosure, also known as class-by-class reporting.
The initiative follows UK listing rule changes in 2024, which allowed companies to adopt dual-class share structures, or unequal voting rights, on the UK market.
“Disaggregated vote disclosure will support better discussions between firms and their shareholders, strengthen market discipline, and ultimately contribute to sustainable long-term growth.”
Under class-by-class disclosure, companies with multiple share classes would separately publish vote tallies for each class. GGIC said this would give investors and boards clearer visibility over the views of insider and independent shareholders.
The working group will be UK-focused, but is intended to produce guidance that can also be used in other markets. Participants include GGIC, ICGN, the Council of Institutional Investors, the Investor Coalition for Equal Votes, the Corporate Governance Institute UK & Ireland, Railpen and Nest.
Caroline Escott, chair of GGIC and head of investment stewardship and co-head of sustainable ownership at Railpen, will chair the group.
Escott said effective disclosure underpinned “the confidence and trust on which healthy capital markets depend”.
She added: “Disaggregated vote disclosure will support better discussions between firms and their shareholders, strengthen market discipline, and ultimately contribute to sustainable long-term growth in the interests of companies, investors and everyday savers.”
The move follows growing concern among pension investors that a wave of large technology listings could leave passive savers exposed to companies where economic ownership and voting control are separated.
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Jen Sisson, CEO of the International Corporate Governance Network, said transparent disclosure of dual-class voting outcomes was “critical to investor confidence and market integrity”.
She added that the new template had “the potential to become a valuable global resource for improving transparency, accountability and trust across capital markets”.
The group is expected to consult the wider market on draft guidance later this year.
