Industry Updates. Update on Dematerialization

Size: px

Start display at page:

Download "Industry Updates. Update on Dematerialization"

Jeremy Knight
6 years ago
Views:

Industry Updates Update on Dematerialization Last summer, the DTCC issued a white paper on the industry s long-standing campaign to achieve full dematerialization in the US financial markets.

In the meantime, we urge you to read the article from the October 2012 InBrief, which outlined the major dematerialization initiatives and Computershare s positions and preliminary recommendations.

1 Industry Updates Update on Dematerialization Last summer, the DTCC issued a white paper on the industry s long-standing campaign to achieve full dematerialization in the US financial markets. We continue to work with the DTCC and others in the industry to ensure that the US market can evolve in a highly efficient manner. We will send you a copy of the paper when it is complete. In the meantime, we urge you to read the article from the October 2012 InBrief, which outlined the major dematerialization initiatives and Computershare s positions and preliminary recommendations. In the coming weeks we will be issuing a white paper with our thoughts and recommendations on dematerialization. NYSE Proposes New Proxy Fee Schedule On February 15, 2013, the NYSE filed its proposed revisions to the proxy fee structure with the SEC. These revisions are the outcome of the NYSE s Proxy Fee Advisory Committee that was assembled in September 2010 to review NYSE proxy rules and their application to issuers and other stakeholders. In a March 6 InBrief Extra , we notified you of the proposed revisions and some of the concerns raised by industry groups regarding the proposed changes. Computershare has consistently advocated for fundamental changes to the proxy system that would benefit issuers and their shareholders, including changes that would enable fees to be established through marketplace competition rather than set by regulators. Computershare continues to support the STA in calling upon the SEC to follow up on these and other issues outlined in the SEC s July 2010 concept release on the mechanics of the proxy voting system, which you can review here. You can review the filing on the SEC s website under the heading SR-NYSE Click here to access the page on the SEC s website where you can submit comments on any of the issues discussed below.

Industry Updates Important Proxy Season Reminders The 2013 proxy season is in full swing, and we want you to remain up to date on the latest information, research and trends.

The Review provides unparalleled data as well as expert analysis covering shareholder activism and corporate governance topics, including executive compensation, proxy advisory firms and SEC

2 Industry Updates Important Proxy Season Reminders The 2013 proxy season is in full swing, and we want you to remain up to date on the latest information, research and trends. > In December, our sister company Georgeson published its Annual Corporate Governance Review, which contains a comprehensive review of annual meetings, shareholder initiatives and proxy contests. The Review provides unparalleled data as well as expert analysis covering shareholder activism and corporate governance topics, including executive compensation, proxy advisory firms and SEC regulations. You can view the Report online by going here. > In January, Georgeson, along with the law firm of Latham & Watkins, held a proxy season preview webinar that covered major issues going into the 2013 season, including say-on-pay, shareholder proposals and investor communications. You can access a recording of the webinar after registering here. If you have any questions about your needs for the 2013 proxy and annual meeting season, please reach out to your relationship manager. Industry Considering Shift to Shorter Settlement Cycle In 2012, with the guidance of the Securities Industry and Financial Markets Association (SIFMA) the Depository Trust and Clearing Corporation (DTCC) engaged Boston Consulting Group to perform a study of the potential impacts of shortening settlement times for trades. BCG completed its study in October 2012 you can read the DTCC announcement regarding the results here. According to the study, shortening the time between trade execution and settling payment for US cash securities transactions could reduce the industry s costs and risk exposure by several hundred million dollars annually. In December, DTCC released a white paper proposing the implementation of major structural changes in the settlement of equities, corporate debt and municipal debt securities over the next five years, including a shortened settlements cycle. You can find the DTCC announcement of the white paper here. DTCC is currently in the process of working with the industry to develop a transition plan.

Regulatory Updates Important Updates to SEC Rule 17ad-17 On January 16, 2013, the Securities and Exchange Commission (SEC) approved revisions to Rule 17Ad-17 that require Computershare, as a paying

We are well aware of the requirements and will be initiating system review and development for administration of this new regulation.

3 Regulatory Updates Important Updates to SEC Rule 17ad-17 On January 16, 2013, the Securities and Exchange Commission (SEC) approved revisions to Rule 17Ad-17 that require Computershare, as a paying agent, to notify unresponsive payees that a check sent to them has not been negotiated. The rule revisions become effective March 25, with a compliance date of January 23, We are well aware of the requirements and will be initiating system review and development for administration of this new regulation. The requirement calls for the notification to be sent no later than seven months after sending the not yet negotiated check. This notification may be sent along with a check or other mailing subsequently sent to the unresponsive payee. An unresponsive payee is defined as having a check not negotiated before we send the next regularly scheduled check or before six months have elapsed, whichever comes first. If the check is for less than $25, the rule does not apply. The rule has no effect on state escheatment laws. We are evaluating all options for efficient administration of the rule and will be considering the details in our solution. For example, one of the rule changes notes that although a particular payee receiving monthly checks may become an unresponsive payee after a single month, the requirement to provide an actual notification to the payee allows a full seven months following the sending of the unnegotiated check (i.e., about six months in the case of an unnegotiated monthly check) before the paying agent must send such notification. We will consider options to act more aggressively prior to the six-month window. We will be fully prepared for compliance in the time frame indicated by the SEC. The rule change is not retroactive; therefore checks already outstanding prior to the compliance date are not subject to the rule change. Please contact your relationship manager if you have any questions about the rule changes. FATCA Update In the December 2012 issue of InBrief, we noted that the IRS had issued updated guidance regarding changes in effective dates pertaining to the Foreign Account Tax Compliance Act (FATCA). The US Internal Revenue Service and the US Department of the Treasury have since issued final FATCA regulations on January 17, 2013, confirming these effective dates. You can access more detailed information regarding FATCA on the IRS website. Computershare is on track for full compliance with FATCA regulations. If you would like more information on Computershare s FATCA compliance readiness efforts, please contact your relationship manager.

Computershare Service Shareowner Services Integration Update Since our last update on the progress of the integration of the Shareowner Services business into Computershare, we have

To date, we have migrated 16 tranches of Shareowner Services clients onto Computershare platforms and systems.

4 Computershare Service Shareowner Services Integration Update Since our last update on the progress of the integration of the Shareowner Services business into Computershare, we have continued to move forward in many areas, and we remain on track to complete the integration by June To date, we have migrated 16 tranches of Shareowner Services clients onto Computershare platforms and systems. This represents more than 2,000 companies and more than 18 million shareholder records. The next migration tranche is scheduled for the weekend of April 6. The full calendar for client migration groupings can be seen below. If you have any questions regarding the Shareowner Services integration, contact your relationship manager or account team.

Computershare Service Product Spotlight Stock Options and Restricted Stock In March 2012, we announced our plans to maintain and invest in the Shareowner Services stock options and restricted stock

5 Computershare Service Product Spotlight Stock Options and Restricted Stock In March 2012, we announced our plans to maintain and invest in the Shareowner Services stock options and restricted stock business. This announcement officially returned Computershare to the stock options world. Under our new organizational structure, stock options, restricted stock and employee stock purchase plans all will be run out of a combined Plans business unit. Currently the options business continues to operate for existing Shareowner Services clients. In December 2012, we migrated the Shareowner Services stock options and restricted stock software, Employee Ownership System (EOS), to Computershare data centers. Though the stock options and restricted stock offering is not yet available to pre-acquisition Computershare clients due to the ongoing Shareowner Services integration, you can expect to hear more from us in the coming weeks and months. Combined with Computershare s ESPP offering, the stock options and restricted stock businesses will create a true end-to-end equity compensation product that we believe will be the best in the industry. Some of the benefits of the options products include: > Consultative, proactive collaboration with your relationship management team > Market-leading EOS platform and userfriendly Web tools > Support for the complex options needs of senior executives If you have any questions, please contact your relationship manager.

Inside Computershare Computershare Named Favorite Service Provider by IR Magazine Earlier this month, Computershare was named one of IR Magazine s top 10 Favorite Service Providers, as indicated by

6 Inside Computershare Computershare Named Favorite Service Provider by IR Magazine Earlier this month, Computershare was named one of IR Magazine s top 10 Favorite Service Providers, as indicated by the magazine s global survey of investor relations professionals. We are proud to be the only transfer agent among the top 10 providers. Our sister company Georgeson also landed in the top 10. Recognitions like this remind us of the importance of delivering the best quality service to you and your shareholders. Thank you again for your business and ongoing support.

Talk of the Town New Structure to Best Serve Our Clients In November 2012, we reached out to clients with information about the new organizational structure at Computershare that will take shape as a

7 Talk of the Town New Structure to Best Serve Our Clients In November 2012, we reached out to clients with information about the new organizational structure at Computershare that will take shape as a result of the Shareowner Services acquisition, specifically the transfer agent business, employee plans business and operations. We wanted to take this time to remind you of the changes, now that the new structure is fully in place. Transfer agent business Computershare s legacy transfer agent organization, Investor Services, and the Shareowner Services transfer agent organization have been unified under the management of Jay McHale, President, Equity Services US. Peter Duggan, who led Shareowner Services relationship management, continues to manage a team of senior relationship managers as well as managing product development. Plans business The plans business (including the stock options and restricted stock business we retained earlier this year) has been separated from the Investor Services organization and is managed by Kevin Brennan, who previously led sales, marketing and communications for Shareowner Services. While transfer agency and employee plans are managed as two organizations, we recognize the absolute necessity for strong alignment, as many clients look to us to provide services across both service lines. Scott Harrigan, one of the senior leaders on Jay McHale s team, will now bring his expertise and years in equity compensation to focus exclusively on Computershare s plans business. Operations In addition, we are pleased to announce that Frank Madonna, formerly the head of Operations for Shareowner Services, has taken on the role of leading all transfer agency and Plans operations for the combined organization. About Kevin Brennan As we transition into the new organizational structure, we plan to use InBrief to give our clients a little more information on the senior client services staff, since there will be some new faces for both legacy Computershare clients and migrated Shareowner Services clients. In this issue we ll start with Kevin Brennan, who leads the Plans business. Kevin Brennan will be a new face to many of our plans clients as he assumes his new leadership role, but he is no stranger to the industry. Kevin s career spans more than 30 years in financial services, and he brings a wealth of experience to our plans business. Kevin joined Computershare upon the Shareowner Services acquisition at the end of 2011 and has played a major role in the business integration and client migration efforts. While with BNY Mellon Shareowner Services, Kevin was responsible for all business development, marketing and communications. Kevin previously held management roles with Mellon Bank and E.F. Hutton in a variety of areas, including securities servicing and processing, brokerage operations, investor relations, and call center management.

8 Talk of the Town Kevin s professional affiliations include the Society of Corporate Secretaries and Governance Professionals, where he serves on the Securities Law Committee. He also is an active participant in the National Investor Relations Institute and the National Association of Stock Plan Professionals and is a previous board member of the Securities Transfer Association (STA), with his term ending in December Kevin has been a frequent speaker at various industry forums over the past few years. Kevin has a Bachelor of Business Administration from Manhattan College in New York. Kevin volunteers for the Bergen County Homeless Shelter and Feed the Poor and is a former board member of One To World, an educational nonprofit organization in New York City.

9 Pencil It In APRIL 18 Global Equity Organization Northern California Annual Forum 11:30 a.m. 5:00 p.m. San Carlos, California APRIL 25 NIRI Boston Roundtable Boston, Massachusetts Jay McHale, President Equity Services US, will be speaking at the roundtable event in Boston. APRIL National Center for Employee Ownership Annual Conference Westin Seattle The annual Employee Ownership Conference brings together the people and ideas that keep employee ownership working. Through practical learning, presentations by experts, and peer discussion, this three-day event keeps you at the forefront of the employee ownership world. The conference features many highly interactive sessions designed so you can get answers to your questions and find ideas that work for your company. MAY 7 11 American Payroll Association Annual Congress Gaylord Texan Hotel and Convention Center Grapevine, Texas The 31st Annual Congress brings you workshops, networking opportunities, and recertification credits! At APA s Congress you are able to choose from more than 200 workshops over 4-1/2 days and earn up to 30 RCHs, 3.0 CEUs, or 35 CPE credits. The Congress offers a wide variety of educational workshops; the world s largest payroll, accounts payable, and finance Expo with over 100 exhibitors; and countless networking and motivational opportunities among 2,500 attendees. JUNE NIRI Annual Conference Westin Diplomat Resort and Spa Hollywood, Florida The premier global IR education and networking event helps you stay relevant with interactive sessions, industry breakouts and insight from today s thought leaders. NIRI Annual Conference is the annual IR community event for practitioners, counselors, and service providers. The conference provides experience sharing by industry, experience level, and IR discipline, including: global IR, capital markets, communications, investment process, IR marketing & outreach, and regulations & governance.

10 Issuer Online, Investor Centre, Investor Vote and Essential Registry are trademarks of Computershare. etree, Computershare and the Computershare logo are registered trademarks of Computershare in the United States and other countries. Brokerage Services are provided by Georgeson Securities Corporation, a Member of FINRA and SIPC. NOTE: Any tax information in this communication is not intended or written by Computershare to be used by any person or entity for the purpose of (i) avoiding penalties that may be imposed under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any matters addressed herein. The information contained herein is general in nature and based on authorities that are subject to change. Applicability to specific situations should be determined through consultation with your legal and/or tax advisor. Copyright 2013 Computershare Limited. All rights reserved. Reproduction in whole or in part in any form or medium without express written permission of Computershare Limited is prohibited. Please view our privacy policy. The information in this newsletter is not intended to provide specific legal advice or recommendations. Please seek the guidance of your attorney and other advisers with regard to your individual situation.

ENROLLMENT TECHNOLOGY STRATEGY SEMINAR February 5 6, 2019 LIFE INSURANCE CONFERENCE RETIREMENT INDUSTRY CONFERENCE

ENROLLMENT TECHNOLOGY STRATEGY SEMINAR February 5 6, 2019 LIFE INSURANCE CONFERENCE RETIREMENT INDUSTRY CONFERENCE Don t miss out on one of the best opportunities to take your game to the next level. Live events with others from the industry provide unique learning and career building opportunities that you just can