Caroline Escott: Disaggregated vote disclosure will support better discussions between firms and their shareholders
A group of pension funds and other institutional investors have established an industry working group to develop guidance on disaggregated voting outcomes disclosure for companies with dual-class share structures (DCSS).
The initiative – launched by The Governance for Growth Investor Campaign (GGIC) and the International Corporate Governance Network (ICGN) – follows 2024 listings rules changes, which permitted companies to adopt DCSS, also known as unequal voting rights, in the UK market for the first time, as well as other moves by global policymakers to dilute shareholder voting rights.
In its PS24/6 policy statement, the Financial Conduct Authority (FCA) recognised the potential benefits of disaggregated, or class-by-class, vote disclosures.
Class-by-class vote disclosure entails companies with multiple classes of shares being required to separately disclose vote tallies for each class, providing better visibility to both investors and to the boards and management of companies, as to the preferences of both insider and independent shareholders.
At the time, the FCA said it would "welcome a market-led working group" to consider the costs and benefits of such disclosure – including a standardised methodology for the tabulation of votes.
The GGIC's and ICGN's cross-industry working group aims to provide guidance that is globally relevant, to enable use of the guidance in a wide range of capital markets.
The working group will bring together participants from across the investment chain, including representatives from GGIC, ICGN, the Council of Institutional Investors (CII), the Investor Coalition for Equal Votes, the Corporate Governance Institute UK & Ireland (CGI), Florida State Board of Administration, Railpen and Nest. The Investor and Issuer Forum will also join as an observer.
The group will be chaired by GGIC chair and Railpen head of investment stewardship & co-head of sustainable ownership Caroline Escott, with ICGN chief executive Jen Sisson serving as vice-chair.
The group is intentionally focused and practitioner-led, and it will engage in wider market consultation later in 2026 on the draft guidance to ensure it is as useful and accessible as possible for companies and investors alike.
Escott commented: "Effective disclosure underpins the confidence and trust on which healthy capital markets depend.
"By convening this working group, we are taking a step towards developing clear, globally relevant guidance that will be of use to both companies and investors. 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."
Sisson added: "It is hugely encouraging to see all parts of the investment chain coming together to deliver a practical market-led solution on such an important issue. Transparent disclosure of dual class voting outcomes is critical to investor confidence and market integrity, and this new template has the potential to become a valuable global resource for improving transparency, accountability and trust across capital markets."
The launch marks a further step in the GGIC's ongoing engagement with policymakers and market participants and follows a period of continued momentum, including the launch of its 2026 policy priorities in December 2025, the expansion of the campaign's membership and supporter base in May 2026 , and comes ahead of the modernisation of corporate reporting consultation.
