The recent changes to the UK listing regime, effective from July 29, 2024, have introduced significant amendments to the regulatory framework governing weighted voting rights. Despite these updates, certain requirements for inclusion in FTSE Russell indices, particularly concerning public voting rights, remain unchanged.
Requirement for Public Voting Rights
A key regulation applied across all FTSE Russell indices is the requirement that more than 5% of voting rights must be held in public hands. This stipulation applies to companies classified with a developed market nationality, ensuring that there is a sufficient level of public participation in corporate governance.
For instance, companies such as HSBC Holdings plc (HSBA) and AstraZeneca plc (AZN), which are prominent in the FTSE UK Index Series, must adhere to this requirement. This rule ensures that a minimum proportion of voting rights is accessible to public investors, maintaining a level of market liquidity and governance transparency.
Impact of Specified Weighted Voting Rights Shares
With the introduction of the new listing regime, companies can now issue specified weighted voting rights shares with enhanced voting power. This change allows for greater flexibility in structuring voting rights, including potentially more significant influence for certain shareholders.
Despite this flexibility, the requirement for public voting rights remains stringent. When a UK company has specified weighted voting rights shares, the enhanced voting ratio will be used in the calculation of minimum voting rights to determine compliance with the public voting rights requirement. This means that the enhanced voting power must be factored into the calculation to ensure that the total voting rights held by the public still exceed the 5% threshold.
For example, if Diageo plc (DGE) or GlaxoSmithKline plc (GSK) issues weighted voting rights shares under the new rules, the enhanced voting ratio associated with these shares will be considered when assessing whether the company meets the public voting rights requirement for FTSE Russell indices.
Reference to FTSE UK Index Series Ground Rules
To understand the specific details of how enhanced voting rights are integrated into the minimum voting rights calculation, companies and stakeholders should refer to Rule 6.3 of the FTSE UK Index Series Ground Rules. This rule provides comprehensive guidelines on how public voting rights are to be calculated, including the impact of any enhanced voting rights arrangements.
In summary, while the new listing regime has introduced significant changes to the management of weighted voting rights, the requirement that more than 5% of voting rights must be held in public hands remains in place. The enhanced voting ratio for specified weighted voting rights shares will be used in the calculation to ensure compliance with this requirement, maintaining transparency and public participation in corporate governance. For further details on this regulation, Rule 6.3 of the FTSE UK Index Series Ground Rules should be consulted.