Our approach to voting adopts best-practice corporate governance and ties in with our wider stewardship priorities to reflect our clients’ values.
We take a strong position on excessive and poorly aligned executive remuneration proposals, gender diversity in company leadership and environmental sustainability.
Corporate governance
We believe good corporate governance requires the following:
- A well-functioning board, which can both lead and control the business in nurturing its long-term success. This includes effective sub-committees: nomination, remuneration, and audit (and risk).
- Executive remuneration that aligns the interests of directors with the long-term interests of the company and its shareholders.
We believe that companies with poor management or weak corporate governance can represent a risk to investment performance. For this reason, we have developed a process that includes bespoke quantitative and qualitative analysis to identify and avoid companies with weak governance.
Governance evaluation process
In order to understand the quality of companies’ corporate governance, we have developed a bespoke quantitative corporate governance rating tool. We assess and score the board structure, ownership, accounting practices and management capabilities of companies.
Corporate governance and the investment process
We consider corporate governance within our investment process as part of our approach to managing risk as follows:
Our governance evaluation process is a part of CCLA’s investment process. All prospective listed equities are analysed prior to purchase.
Companies with a high governance risk, or those without independent auditors, or who have received a qualified audit report, will only be eligible for investment with the approval of CCLA’s Investment Committee. A review of high governance risk companies and the portfolio structure by governance rating are standing agenda items.
Companies will only qualify for investment with the approval of CCLA’s Investment Committee.
For such companies to be approved for investment, the relevant investment analyst must demonstrate why a ‘high risk’ rating, or the auditors’ qualification, is incorrect or not of concern.
Should an existing holding’s rating decline to ‘high risk’, a full governance review is required and a decision on continued investment is required within one week.
Voting
As part of our active ownership programme, we aim to vote at all public meetings held by our investee companies. For the 12 months ending 31 December 2025, we voted on 2,176 resolutions at 123 shareholder meetings.
To increase the impact of our votes we aim to write to all companies prior to the meeting about our plans. We place particular focus on any resolution where we do not propose to support management and provide an overview of our concerns.
To air our dissenting voice, we use our votes when relevant directors are due to be re-elected. For instance, we vote against the chair of the remuneration committee where we have concerns about executive pay plans, the chair of the nomination committee if the company has a poor approach to gender diversity, and the chair if the business is not adequately addressing climate-related risk.
Our voting activity is managed by Institutional Shareholder Services. However, we ask ISS to adhere to our bespoke voting guidelines which led us to oppose nearly five times as many management proposals as the standard ISS voting guidelines. The records in the chart below illustrate the impact of our voting guidelines (data for the 12 months ending 31 December 2025).
Our voting record compared with ISS
Voting pre-disclosures
The below statements are an indication of how CCLA has instructed, or intends to instruct, the votes at each of the listed general meetings on behalf of the funds that it manages. The statement of CCLA’s voting intention is not a proxy solicitation, a recommendation, request, or inducement for other shareholders to vote in the same manner. All CCLA’s voting decisions are taken independently, in the interests of our funds and in accordance with CCLA’s proxy voting policy.
Item 7: Shareholder proposal for a Report on Risks Related to Chemical Additives in Company's Food and Beverage Products
Our vote intention: FOR
Management Recommendation: AGAINST
Our rationale in brief: Coca-Cola Co sells products into more than 200 countries, with an estimated 2.2 billion servings daily, giving it a unique global reach. The company falls short of our expectations on nutrition disclosure and product development and has failed to make any meaningful progress on nutrition, despite ongoing engagement.
Context: Good nutrition is fundamental to good health, yet humankind is facing a growing epidemic of diet-related ill-health. We support ShareAction’s Healthy Markets Initiative and the Access to Nutrition Index. Through this collaborative engagement we are asking Coca-Cola, and other companies, to commit to producing healthier products with less reliance on unhealthy artificial sweeteners and to make these products more accessible, more affordable and more available.
By engaging with companies on nutrition we can make business models more resilient and play a role in improving public health.
Engagement to date: We have been engaging with Coca-Cola on its approach to nutrition since 2022 and have been disappointed by the lack of meaningful progress. Coca-Cola continues to resist requests to report to shareholders on the healthiness of its beverage portfolio using government endorsed standards, and to set any targets for increasing sales of healthier products.
Coca-Cola’s current strategy towards health involves a reliance on low and zero-sugar products which use aspartame, the sweetener flagged as a possible carcinogen by the World Health Organisation.1 A strategy built too heavily on artificial sweeteners and other chemical additives is increasingly risky as evidence of the health impacts of sweeteners continues to grow and regulators are signalling intention to increase regulation on additives.2 Item 7 at the Coca-Cola AGM addresses these concerns.
Our end goal: For Coca-Cola to begin reporting on the healthiness of its portfolio using an externally-recognised nutrient profiling model and to set initial targets for sales of healthier products.
1 https://www.who.int/news/item/14-07-2023-aspartame-hazard-and-risk-assessment-results-released
2 https://www.ewg.org/news-insights/news/2026/04/interactive-map-tracking-state-food-chemical-regulation-us
For a historical record of votes that were pre-disclosed ahead of their AGMs click here.