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The Best Practice Principles Group (BPPG) is an industry group that maintains the Best Practice Principles for Providers of Shareholder Voting Research & Analysis (the Best Practice Principles or BPP), a voluntary code of conduct for organisations that provide shareholder voting research and analysis (often referred to as proxy advisers).^[1][2]

The principles aim to enhance transparency, service quality, and accountability in the proxy advisory industry.

The BPPG was formed in February 2013 following a report on the proxy adviser industry the European Securities and Markets Authority (ESMA), which encouraged the development of an industry code of conduct to improve transparency and address conflicts of interest and other concerns.^[3]

The first edition of the Best Practice Principles was published in March 2014 following a consultation process initiated by ESMA.^[4]

In 2015, ESMA reviewed the development of the principles, noting progress but recommending improvements in conflict-of-interest disclosures in a follow-up report.^[5] Subsequent governance guidelines and feedback procedures were published in 2016.^[6][7]

A major revision occurred in 2019, following a multi-stage review process that included public consultation, an independent review, and stakeholder input.^[8][9]

The latest revision of the BPP set out three core principles that signatories commit to follow:^[2][8]

1. Service Quality: Signatories should ensure that their services are delivered with high standards of quality, accuracy, and reliability.
2. Conflict of Interest Management: Signatories must identify, disclose, and manage any actual or potential conflicts of interest that could influence their research or recommendations.
3. Communication Policy: Signatories should have clear policies for communicating with stakeholders, including issuers and investors, to promote transparency and understanding of their processes and recommendations.

Signatories apply these through public “comply or explain” reporting.

As of November 2024, signatories include:^[10]

• EOS at Federated Hermes
• Glass Lewis
• Institutional Shareholder Services (ISS)
• Minerva Analytics
• Pension & Investment Research Consultants (PIRC)

The BPPG is governed by the BPP Committee, comprising representatives of each signatory organization.^[10] Signatories publish annual public compliance statements, which are subject to review by the BPP Oversight Committee.^[2]

Established in 2019, the BPP Oversight Committee^[11] was created to provide an annual independent review of the monitoring of the BPP^[12] and of the public reporting of each BPP Signatory.

In 2015, ESMA reviewed the principles, noting improvements in transparency but recommending stronger conflict-of-interest disclosures.^[13]

In a 2023 report on the influence of proxy advisers in the UK market, the Financial Reporting Council (FRC) noted that awareness of existing regulatory and voluntary frameworks such as the Best Practice Principles was limited among companies.^[14]

France’s Autorité des marchés financiers (AMF) highlighted the growing influence of the BPPG over the governance of voting advisers in its 2020 governance report.^[15]

• https://en.wikipedia.org/wiki/Proxy_advisory_firm
• https://en.wikipedia.org/wiki/Corporate_governance
• https://en.wikipedia.org/wiki/Shareholder_rights