SayPro Policies on Shareholder Activism and Engagement
At SayPro, we recognize the critical role that shareholders play in shaping the future of the company. Shareholders are not only investors but also partners in the governance of the company, and their input, feedback, and concerns are vital for the long-term success and ethical stewardship of the business. We are committed to maintaining open, transparent, and productive relationships with all shareholders, including those who may choose to actively engage in the company’s governance or advocate for changes in its direction.
As part of our commitment to shareholder engagement, SayPro has established comprehensive policies on shareholder activism and engagement. These policies are designed to ensure that shareholder concerns are addressed appropriately, that activism is conducted in a constructive and legal manner, and that all shareholders are given a fair opportunity to influence key corporate decisions.
1. Shareholder Engagement Policy
SayPro encourages ongoing communication with its shareholders and actively seeks input on issues that may affect the company’s operations, governance, and strategy. Our Shareholder Engagement Policy outlines our approach to fostering meaningful dialogue and engagement with all shareholders, including institutional investors, retail shareholders, and activist investors.
Key features of SayPro’s shareholder engagement policy include:
- Open Channels for Communication: Shareholders are encouraged to communicate with SayPro through various channels, including the Investor Relations (IR) team, quarterly earnings calls, shareholder meetings (AGM), annual reports, and email inquiries.
- Active Listening and Feedback: SayPro is committed to actively listening to shareholder concerns, including those raised by activist shareholders. We welcome constructive feedback on governance, sustainability, executive compensation, strategic direction, and other important areas of corporate policy.
- Regular Engagement with Institutional Investors: SayPro regularly engages with institutional investors and analysts through one-on-one meetings, conference calls, and investor conferences to better understand their perspectives and align on the company’s long-term goals.
- Engagement with Retail Shareholders: While retail shareholders may not be as actively engaged in day-to-day corporate governance, SayPro ensures that they have access to information and opportunities to express concerns via shareholder surveys, AGM participation, and electronic feedback channels.
- Independent Feedback Channels: Shareholders may submit feedback and concerns confidentially through third-party platforms or anonymously if they wish, ensuring that their concerns are handled fairly and with discretion.
2. Shareholder Activism Policy
While SayPro supports the right of shareholders to engage in activism and influence corporate decisions, we also believe that activism should be conducted in a manner that is constructive, respectful, and aligned with the long-term interests of the company. Our Shareholder Activism Policy provides a framework for addressing shareholder activism in a transparent, legal, and ethical manner.
Key elements of SayPro’s shareholder activism policy include:
- Respectful Dialogue: SayPro is committed to fostering a respectful and constructive dialogue with activist shareholders. We encourage open discussions and welcome proposals for improving governance, operational efficiency, or shareholder value.
- Transparency in Activist Engagement: SayPro commits to providing activists with clear channels for submitting proposals and concerns. We will review activist proposals in a fair and transparent manner and respond in a timely fashion, outlining the reasons for our position if a proposal is not accepted.
- Engagement with Activist Shareholders: If an activist shareholder or group presents a proposal (e.g., changes to governance structures, mergers/acquisitions, capital allocation, or executive compensation), SayPro will evaluate the proposal carefully and, when appropriate, engage in discussions with the activist shareholders to understand their motivations and objectives.
- Focus on Long-Term Value Creation: In all cases, SayPro’s priority is to ensure that any changes or proposals support the long-term growth and sustainability of the company, rather than focusing on short-term financial gains or individual interests that could harm the broader shareholder base.
- Public Disclosures: If shareholder activism leads to significant changes or actions (e.g., changes to the Board of Directors, strategic shifts, or amendments to company policies), SayPro will make the appropriate public disclosures via press releases, the company website, and other communications to inform all shareholders and stakeholders.
- Legal Compliance: Shareholder activism must be conducted within the framework of applicable laws, regulations, and corporate governance codes. SayPro ensures compliance with legal requirements and will take appropriate action if activism crosses legal boundaries or jeopardizes shareholder interests.
3. Shareholder Proposals and Voting Rights
Shareholders at SayPro are encouraged to express their views and, if appropriate, submit formal proposals for consideration. The company respects shareholders’ right to propose changes in corporate policies, governance practices, or other matters they believe will benefit the company.
Key provisions for shareholder proposals and voting include:
- Submission of Shareholder Proposals: Shareholders who wish to submit proposals for consideration at the Annual General Meeting (AGM) must adhere to the guidelines and timelines outlined in the company’s proxy statement. Proposals must be submitted in writing and meet certain criteria set by SayPro’s Board of Directors.
- Review of Proposals: Shareholder proposals are reviewed by the Board and relevant committees to assess the potential impact on the company. Proposals that align with the company’s long-term interests are considered, and appropriate responses are provided to shareholders.
- Voting Rights: Shareholders, including activist shareholders, have the right to vote on key matters such as director elections, executive compensation, amendments to corporate bylaws, and any other significant corporate actions. SayPro ensures that voting is conducted fairly and in accordance with corporate governance principles.
- Proxy Voting: Shareholders who cannot attend the AGM in person are encouraged to vote by proxy. SayPro provides proxy voting forms and clear instructions on how to cast votes. Proxy voting enables all shareholders to participate in key decisions, even if they are unable to attend the AGM physically.
- Independent Voting Oversight: SayPro ensures that all shareholder votes are independently counted by a third-party service provider to ensure accuracy, fairness, and transparency in the voting process.
4. Managing Activist Campaigns and Proxy Fights
In the event of a proxy fight or more formal activist campaigns, SayPro adopts a structured approach to manage and address these situations.
- Early Engagement: SayPro seeks to engage early with activist shareholders to understand their concerns, objectives, and proposed actions. In most cases, direct communication can help resolve conflicts and align on solutions that are beneficial for both the activist shareholders and the broader company.
- Defending Shareholder Value: In cases where SayPro believes that activist proposals are not in the long-term interest of the company or other shareholders, the Board will take a proactive approach to defend the value of the business. This may include providing counter-proposals, releasing public statements, or engaging with other shareholders to garner support for the company’s position.
- Legal and Regulatory Compliance: If a proxy fight or activist campaign escalates, SayPro will work with legal advisors to ensure that all actions comply with securities laws, corporate governance codes, and other regulatory requirements.
- Transparency with All Shareholders: SayPro remains committed to transparency throughout any activist campaign. Shareholders will be kept informed about developments, proposed changes, and the rationale behind the Board’s decisions through press releases, special communications, and updates on the company’s website.
5. Monitoring and Reporting on Shareholder Activism
SayPro monitors shareholder engagement and activism closely to ensure that the interests of all stakeholders are protected. We track shareholder proposals, activist campaigns, and any related issues to ensure proactive and effective management.
- Reporting to the Board: The Investor Relations team regularly reports to the Board of Directors on shareholder concerns, activist proposals, and other related matters. This ensures that the Board remains fully informed and can respond swiftly to any shareholder activism.
- Annual Review of Shareholder Engagement: SayPro conducts an annual review of its shareholder engagement practices and policies. This includes assessing the effectiveness of communication channels, the impact of shareholder activism, and any changes that need to be made to improve future engagement.
Conclusion
At SayPro, we embrace shareholder activism and engagement as a vital part of corporate governance. We believe that healthy, constructive engagement with shareholders can lead to better decision-making, improved performance, and a stronger, more sustainable business. Our policies aim to ensure that all shareholder views are respected and that activism is managed in a way that supports the long-term interests of the company and all its stakeholders. By maintaining open communication, promoting transparency, and adhering to best practices in governance, SayPro strives to foster a productive and collaborative relationship with all shareholders, including those who seek to actively influence the company’s future.
