| NYSE Files Rule Change Application to Amend Proxy Distribution Fees |  |
On February 1, 2013, the New York Stock Exchange ('NYSE') filed an application with the U.S. Securities and Exchange Commission ('SEC') to amend the fee schedule used by banks/brokers to reclaim expenses associated with the distribution of proxy materials. The current fee schedule has been in effect since 2002. All issuers that extend voting rights to U.S. shareholders will be impacted by this change. The following document provides a brief overview of the changes proposed by the NYSE to the existing fee schedule. Additionally, the BNY Mellon Depositary Receipts Division conducted an analysis of the impact of these changes on eighteen depositary receipts issuers of varying size. The conclusions from this analysis are highlighted.
| BNY Mellon DR Submission to the SEC on the U.S. Proxy System | |
The U.S. Securities and Exchange Commission ('SEC'), for the first time in nearly 30 years, is reviewing the practices and efficiency of the U.S. Proxy System. In advance of this review, the SEC issued a concept release seeking public comment from investors and market participants. BNY Mellon's Depositary Receipt Division expressed the views of the European Client Council, a working group of European ADR issuers, in this response to the concept release. For more information on the concept release, please see the SEC website at http://www.sec.gov/news/press/2010/2010-122.htm.
| 2013 Shareholder Meeting Handbook | |
The 2013 Shareholder Meeting Handbook provides clients with important information for their annual shareholder meetings. It contains information covering timing requirements, key participants, process overviews and value-added services that clients might utilize as well as contact details for the DR Division's specialized Governance and Proxy Group.
| 2012 Asia-Pacific Voting Study | |
BNY Mellon is pleased to present a detailed study on the voting characteristics of holders of American Depositary Receipts (ADRs) at Asia-Pacific companies' shareholder meetings in 2012. This study includes a sample of thirty-nine companies from seven Asian-based countries, listed on either the over-the-counter market (OTC), NYSE or NASDAQ markets.
| 2012 Latin America DR Voting Study | |
BNY Mellon is pleased to present a detailed study on the voting characteristics of holders of Depositary Receipts (DRs) at Latin American companies' shareholder meetings in 2012. This study includes a sample of forty-four companies from six countries, listed on either the over-the-counter market (OTC), or NASDAQ or NYSE exchanges.
| U.S. Supreme Court Decision in Morrison v National Australia Bank | |
The recently decided (June 2010) U.S Supreme Court case of Morrison v National Australia Bank decision has important implications for the filing of lawsuits in U.S. courts by non-U.S. investors against non-U.S. companies alleging violation(s) of the U.S. securities laws.
| 2012 Western Europe Voting Study | |
BNY Mellon is pleased to present a detailed study on the voting characteristics of holders of American Depositary Receipts (ADRs) at Western European companies' shareholder meetings in 2012. This study includes a sample of forty-four companies from several countries, listed on either the over-the-counter market (OTC), the NASDAQ and NYSE Markets.
| 2012 Russian DR Voting Study | |
BNY Mellon is pleased to present a detailed study on the voting characteristics of holders of American Depositary Receipts (ADRs) at Russian companies' shareholder meetings in 2012. This study includes a sample of thirty-two companies from the Russian Federation, listed on either the over-the-counter market (OTC), Portal Market or European Market as the London Stock Exchange as Regulation-S for which BNY Mellon acts as depositary bank.
| BNY Mellon DR Submission to ISS 2010-2011 Policy Survey | |
Institutional Shareholder Services ('ISS'), a U.S. proxy advisory firm, conducts an annual survey with issuers and market participants to elicit feedback on their policies and practices. BNY Mellon processes over 450 shareholder meetings annually as the Depositary Bank for issuers with DR programs, and as such, has great exposure to ISS. The following document provides BNY Mellon Depositary Receipt Division's response to the ISS 2010-2011 Policy Survey.
| Clifford Chance - Indian Corporate Governance Brief | |
Edward Bradley and his team of the law firm Clifford Chance provides an update on Corporate Governance in India
| Russian Regulatory Update - Federal Law No. 415-FZ | |
BNY Mellon is pleased to inform our issuer clients, investors, and other market participants on the status of Russian Federal Law No. 415-FZ. Specifically, our regulatory update provides insight into the provisions of the law related to mandatory beneficial owner disclosures for the purposes of receiving dividend payments and voting at issuer shareholder meetings.
| BNY Mellon DR Submission to the SEC on the NYSE Proposed Rule Change to Amend the Proxy Distribution Fee Schedule | |
The New York Stock Exchange (NYSE) submitted a proposal to the U.S. Securities and Exchange Commission (SEC) on February 15, 2013 to amend the current proxy fee distribution schedule, which has been in effect since 2002. This fee schedule impacts all depositary receipt issuers that solicit proxies in the United States. As with all proposed rule changes, the SEC established a comment period to allow all interested market participants the opportunity to weigh in on NYSE's proposed rule change. Through this forum, the BNY Mellon Depositary Receipt Division formally responded to the SEC's request for comments, highlighting areas of the proposal that we support, and aspects of the proposal we believe require further examination prior to approval. For more information on the NYSE's proposed rule change, please see the SEC website at http://www.sec.gov/rules/sro/nyse/2013/34-68936.pdf. Additional comments on the proposed rule change can be found at http://www.sec.gov/comments/sr-nyse-2013-07/nyse201307.shtml
