This article was first published in the Financial Mail on 14 May 2026.
Shareholder voting sits at the heart of responsible investment. Asset managers often describe proxy voting as one of their most powerful tools to influence company behaviour. They publish documents that set out how they will vote on issues such as board composition, remuneration and environmental and social matters. These documents signal how investors intend to use the authority entrusted to them by clients.
But there is a problem.
The Just Share Asset Manager Responsible Investment Benchmark Report finds that asset manager voting policies still deal poorly with environmental and social issues. Governance topics dominate.
Are these documents really policies at all? Many function less like policies and more like guidelines.
A policy tends to bind. A guideline offers direction but allows interpretation. It invites judgment and flexibility. In some contexts, that flexibility makes sense. But when asset managers describe these documents as policies, the implication is that they set clear expectations for how shareholder rights will be exercised.
We reviewed the publicly available voting frameworks of five of South Africa’s largest asset managers — Ninety One, Stanlib, Coronation Fund Managers, Sanlam Investments and Allan Gray. Across all five, a pattern emerges: these documents function as flexible frameworks rather than binding policies.
The policies are filled with caveats that these guidelines are “not exhaustive nor prescriptive”, will involve “subjective assessment” and that investment teams retain “100% discretion to vote manually”. Despite the importance of having clear guardrails in place, there are cautions against “formulaic voting”. In most cases, voting is aligned to “investment beliefs and engagement priorities”, with no hard triggers or escalation rules.
Discretion is embedded to the extent that the frameworks rely on judgment rather than enforceable rules. This design choice has consequences. Discretion weakens accountability.
All five managers place ultimate voting authority with investment professionals. ESG or sustainability specialists support the process but do not make the final decisions.
Most investment professionals tend to have a strong grasp of governance issues, but environmental and social issues such as climate transition plans, labour practices and human rights risks require different expertise. When implementation rests with those whose primary focus is investment performance, ESG considerations risk becoming secondary.
Another feature of these frameworks further weakens accountability: abstention.
Two of the five managers explicitly provide for abstention where information is insufficient. Three do not state this as directly, but their emphasis on case-by-case judgment and pragmatic application leaves the option open.
A vote against management communicates dissatisfaction. An abstention does not. When investors abstain in the face of weak disclosure, they allow companies to avoid accountability.
The tension becomes clear on climate-related resolutions.
All five express support for improved disclosure and management of ESG risks. But these commitments are consistently qualified, for example, with support for ESG proposals “except when management … have demonstrated appropriate efforts”. Decisions are taken “on a case-by-case basis”.
In other words, even where principles are clear, their application remains contingent.
That gap between stated positions and voting outcomes is not accidental. It flows directly from how these frameworks are constructed.
The issue becomes more complex when asset managers rely on third-party proxy advisers. These firms provide voting recommendations across thousands of resolutions. Their research can be valuable. But it also introduces another layer between the investor’s stated principles and the final vote. In practice, the adviser’s view can carry more weight than the asset manager’s framework.
None of this necessarily suggests bad faith. Stewardship is complex. Voting decisions require judgment. Engagement can be more effective than opposition in some cases. Voting decisions should always consider context.
But when divergence between guidelines and voting outcomes becomes routine rather than exceptional, the credibility of the framework is eroded.
This raises real concerns about accountability.
Across the five asset managers, we did not find a single example of a voting framework that clearly binds decision-makers to a defined course of action. Every framework allows for discretion, relies on judgment and permits deviation.
For stewardship to be truly central to responsible investment, voting frameworks must reflect commitment. Clients entrust asset managers with significant power. They expect that power to be exercised consistently and transparently. Clearer policies, stronger accountability and closer alignment between stated principles and voting behaviour would go a long way towards building confidence.
Until then, many so-called voting policies will remain what they really are: guidelines that can be followed when convenient and set aside when not.
For those whose savings are entrusted to these managers, this should be a significant concern.
Nicole Martens is executive director of Just Share.
