Proxy advisors

1. Scope

Proxy advisors are legal persons who, on a professional and commercial basis, analyse the corporate disclosure and, where relevant, other information of listed companies with a view to informing investors' voting decisions by providing research, advice or voting recommendations that relate to the exercise of voting rights.

Articles 367h to 367l PGR apply to proxy advisors which

• have their registered office in Liechtenstein or
• if they have neither a registered office in Liechtenstein nor in another EEA Member State, have their head office in Liechtenstein  or
• if they have neither a registered office nor a head office in Liechtenstein or in another EEA Member State, have an establishment in Liechtenstein,

as well as

provide services to shareholders with respect to shares of public limited companies listed in the EEA which have their registered office in an EEA Member State.

2. Obligations of proxy advisors

Compliance with a code of conduct

Proxy advisors are required to comply with a code of conduct. They must declare that this code of conduct has been complied with or whether the recommendations of the code of conduct have been deviated from and what measures have been taken instead. In the case of non-compliance with the code of conduct, an explanation why this is the case must be given.

This information must be published on the website of the proxy advisor.

Transparency obligations of the proxy advisor

In addition, proxy advisors must publish certain information enumerated in the law (see Art. 367l para. 2 PGR). In addition, they must inform their clients without delay of any actual or potential conflicts of interest and of any corresponding countermeasures, i.e. steps they have taken to eliminate, mitigate or deal with the conflicts of interest.

3. Supervision of compliance with the obligations of proxy advisors

The auditor or the audit office of the proxy advisor shall verify, as part of the annual statutory audit or review requirement, whether the obligations have been complied with by the proxy advisor and shall confirm this by means of an audit report. If the auditor or audit office identifies deficiencies in the course of the audit, a corresponding report shall be submitted to the Office of Justice.

Compliance with the obligations must be declared by the company to the auditor or audit office using the form provided by the Office of Justice. The form can be downloaded from the following link:

Intermediär - Sachverhaltsinformationen und Erklärung an Wirtschaftsprüfer