Currently, investor campaigns and grass-roots shareholder action groups are obstructed by the barricades that prevent them from communicating with other shareholders. Shareholder contact details increasingly rarely appear on share registers. The fact that the vast majority of individuals’ investments are held via Nominees, means that they become anonymous. They are a company’s beneficial shareholders but they are uncontactable, other than by their broker/platform behind a wall of GDPR rules.
The Shareholder Rights Campaign
ShareSoc has campaigned tirelessly over many years for much more use to be made of digital technology to ensure that listed companies can communicate efficiently with their owners (the shareholders), that those owners can communicate between themselves, and that all shareholders can exercise their right to vote and attend company meetings without hindrance or cost.
Sir Douglas Flint’s Digitisation Taskforce follows on from Mark Austin’s excellent Secondary Markets Review and represents a once-in-a-lifetime opportunity to correct the disenfranchisement of individual shareholders and to facilitate and encourage responsible stewardship.
Archie Norman’s ‘Share Your Voice’ campaign, supported by M&S, represents a plea from UK plc to the government to modernise shareholder registers, communication, meetings and voting and to address legacy structural barriers, particularly those that relate to nominee shareholdings and the anonymity created by them.
ShareSoc recognised the M&S campaign as a potentially high-profile opportunity to underline the importance of these matters and to turbocharge our own campaign ahead of important potential legislative changes.
Although our alignment with the M&S aims is strong, it is not total. There are important differences of view which will be addressed through the consultation process. In particular, M&S wants the law changed to allow fully digital AGMs, while ShareSoc (and UKSA) strongly prefer companies to hold hybrid meetings, allowing physical attendance alongside potentially mass digital participation.
The devil is in the detail, and we will monitor progress and any proposals for legislative and process changes, to ensure that any digitisation outcome exists alongside, and not as a replacement for, hybrid and / or physical meetings. Whatever the format of an AGM, members must be allowed to ask live questions; those questions must also be answered live where practical, and follow-on questions must be allowed – as today. Any moderation must be completely transparent to participants and justifiably reasonable.
ShareSoc will continue to press all listed companies to hold hybrid AGMs in preference to digital only.
Archie Norman commands serious attention in the media, City and even government circles. The central thrust of the petition is to ensure that the real owners of companies are identifiable on share registers, with email addresses! This aligns fully with our shareholder rights campaign.
ShareSoc supports the M&S campaign and associated petition and encourages all to sign.
ShareSoc Board
Post Date: June 2, 2023
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It is important not to conflate nor confuse legal permissions with governance best practice. Governance best practice is represented by common sense, the FRC’s UK Corporate Governance Code and the QCA Corporate Governance Code.
I remain of the view that to change the law to allow Digital AGMs in limited circumstances is a good idea, so long as there are also requirements that ensure complete transparency and fairness. But best practice is more nuanced and companies should be able to choose what is best for their shareholders. Bad directors already ignore their shareholders and this will continue unless shareholder democracy is restored. Shareholders can alway vote with their feet and it is often best to sell shares in companies who refuse to engage with or listen to their shareholders.
I signed the petition and wrote ro my MP Jeremy Quin. His reply finally arrived this week and said nothing positive or constructive in reply to my detailed comments.
Shareholder democracy is over-reliant on political democracy at the moment.
I went to the Investor UK Show at the QE2 centre today and several people asked me about the petition/campaign and it is clear to me that many people have got the wrong end of the stick.
First, let me emphasise that 80-90% of the Open Letter is about the need for electronic communication and the need for companies and shareholders to be able to communicate by email.
Second, facilitating digital AGMs by changing the Companies Act is a minor part (10-20%) of what is proposed and the Open Letter heavily caveated the need for the company to decide the best approach for its particular circumstances in line with the FRC best practice guidance for AGMs.
Archie is entitled to his view that digital AGMs for M&S are best at present. With the share price increasing nicely, it would be unwise of me to argue against.
With enhanced electronic communication, it will be much easier in future for dissenting investors to put forward their collective views to company directors. Please sign the petition now, if you have not yet done so.
‘ShareSoc will continue to press all listed companies to hold hybrid AGMs in preference to digital only’
The petition you have supported and are encouraging others to support does not state this. It states that companies get to choose, not us or you.
The petition states “Give beneficial shareholders the right to direct info on plcs they invest in & plcs the right to visibility of who their shareholders are, make email a requirement to shareholding registration, & recognise digital AGMs”. As our article states, it is not perfectly aligned with ShareSoc and UKSA’s aims but its focus on information rights and shareholder visibility are at the core of our shareholder rights campaign and, as our article explains, are crucial for shareholder democracy. We have therefore chosen to support the petition, even though it is not perfect.
We will continue to make the case wherever and whenever we can for hybrid AGMs to be the preferred format for AGMs.
We encourage all those who support shareholder democracy to sign the petition too.
From the letter;
“In seeking to recognise the validity of digital meetings, it should not invalidate other forms, including physical and hybrid meetings, nor the ability for questions to be posed on the day and answered live. In line with the FRC’s ‘Good Practice Guidance for Company Meetings’ (July 2022) companies should have the flexibility to opt for the format that works for the size, shape and geography of its shareholder base.”
This means that the companies get to choose digital only AGMs and you have supported it.
And bad companies can currently hold their AGMs at 9am in the Outer Hebrides. So what is your point Danny? You seem to be conflating best practice guidance with the legal requirements of the Companies Act.
You have also missed the point that shareholders can requisition a General Meeting and require it to be a physical or hybrid meeting. Such requisitions will be much easier if the Companies Act changes are made to allow communication by email.
My point Cliff, simple though it is, is that you have supported the move to digital only AGMs. Which is against shareholder democracy.
Archie Norman;
“Most companies don’t look forward to their AGMs. They’ve become a bit of a chore,” says Archie Norman, chairman of M&S. AGMs are expensive for companies, and a tremendous amount of work for a relatively small number of shareholders. He adds: “A lot of companies, given Covid, have said this is terrific — let’s get rid of the whole shebang.”
I thought I had addressed the quotation. Let me add a bit of context for other readers. The FRC Guidance on AGMs reviewed the data, which included the points that Danny has quoted out of context. I know the FRC did, because I was a member of the working party. The FRC concluded that AGMs were important and developed guidance to help companies improve their AGMs.
Personal attack again Cliff.
My whole issue is the importance of AGMs. I am not the one voting to diminish them. You have supported a campaign which allows companies to choose digital only;
“In seeking to recognise the validity of digital meetings, it should not invalidate other forms, including physical and hybrid meetings, nor the ability for questions to be posed on the day and answered live. In line with the FRC’s ‘Good Practice Guidance for Company Meetings’ (July 2022) companies should have the flexibility to opt for the format that works for the size, shape and geography of its shareholder base.”
This allows companies to choose digital only AGMs. Not us.
Please advise how this can be out of context;
Archie Norman;
“Most companies don’t look forward to their AGMs. They’ve become a bit of a chore,” says Archie Norman, chairman of M&S. AGMs are expensive for companies, and a tremendous amount of work for a relatively small number of shareholders. He adds: “A lot of companies, given Covid, have said this is terrific — let’s get rid of the whole shebang.”
Mark Bentley stated;
“We have therefore chosen to support the petition, even though it is not perfect”
So, there is agreement that the petition is not perfect. The imperfection is that companies can choose digital only AGMs. So, is that imperfection too much? Does that invalidate the rest? For me, it does.
Mark Bentley stated;
“We will continue to make the case wherever and whenever we can for hybrid AGMs to be the preferred format for AGMs.”
However, ShareSoc have supported the Archie Norman campaign for digital AGMs.
ShareSoc have announced that their own AGM on 28th June 2023 at 11am will be online only.
Your practice is not aligned with your preach.
With reference to ShareSoc’s AGM: Its actually quite complicated organising a hybrid AGM in which all attendees, physical and virtual, can speak and see/hear others speak and where voting can take place securely and reliably for all physical and virtual attendees. That’s why corporates use specialist and costly platforms such as Lumi rather than Zoom or Teams. We would make a big dent in our annual budget if we were to do the same so we have to be sure that our members think this is a reasonable use of our resources in both time and money. We intend to consult with members when we have all the facts and see if there is sufficient demand for hybrid.
We had a useful meeting with Chris Thresh, Robin Mueller and their colleagues last Thursday at the Department for Business and Trade. They were most interested in the campaign, were very aware of it and are watching how it is developing. We discussed the S793 sweep and I have promised to give them examples of companies that use the Data Protection excuse as a means of delaying the provision of the company register and register of interests, so avoiding being held to account by their shareholders. This led to a useful discussion of the 5 day delay in provision of information to shareholders that the postal address system involves and highlighted a key point in the Open Letter about the need for email communication. They and the Treasury are keen that progress is made and mention may be in the King’s Speech in November 2023. Depending on what Flint proposes, some aspects may even be achievable via secondary legislation. We also had a useful discussion around best practice and how good companies could be nudged to engage better with companies. We also discussed the bad companies (the ones who hold AGMs in the Outer Hebrides at 9am start) and the only way to deal with these is probably via legislating what the minimum requirement must be. They also explained the key Minister will be Kevin Hollinrake, but also to copy in Lord Johnson.
M&S AGM is at 11am on 4th July. Annual report on page 3 says this, which I think summarises their intent.
“We are also leading a national “Share your Voice” campaign to bring back retail shareholder democracy fit for a modern digital era. If M&S does not stand up for the small shareholder, who will?
Given the scale and passion of our retail shareholder base, we want to use today’s technology to make it easier to have a stake and say in M&S”
I shall ask a question at the M&S AGM to see how well their system works.
You may ask a question at their AGM but it won’t be in person, you will be typing it in and hoping they answer.
“Shareholders are advised not to travel to the venue on the day,
as the meeting will be fully digitally-enabled. Board members
will not be available for interaction with shareholders in person,
as they will be taking part in the meeting broadcast under
studio conditions. Any shareholders travelling to the venue
against the Board’s recommendation will be advised to join the
meeting electronically, and will be provided with assistance to
do so, if needed. Refreshments will not be provided.”
This is what you are encouraging, this is not good for shareholder democracy.
https://corporate.marksandspencer.com/sites/marksandspencer/files/marks-spencer/investor/Annual%20Report%202023/M%26S_AR23_Notice_of_Meeting.pdf
Hello – I write for the Mail on Sunday and I am very interested in some of the views expressed here about the M&S AGM. Would love to contact some of you directly. If anyone has time to talk to me this afternoon, please contact me on joanne@joanne-hart.com