This note has been issued by ShareSoc to its Members (but anyone can join in to support the campaign):
ShareSoc has advocated the implementation of Shareholder Committees since our inception in 2011. Recently this initiative has received support in the form of the Government’s November 2016 Green Paper on Corporate Governance, and in the form of Chris Philp M.P.’s September 2016 paper entitled Restoring Responsible Ownership.
ShareSoc has decided to focus on the Royal Bank of Scotland (RBS) as a complex enterprise whose governance would benefit from the adoption of a Shareholder Committee.
ShareSoc intends to submit a resolution for the RBS AGM requesting the implementation of an RBS Shareholder Committee. To do this, we need the support of a minimum of 100 shareholders.
* Are you a RBS shareholder or will you acquire RBS shares in the next 15 days? * Do you want to prevent further failures at RBS by creating a Shareholder Committee?
Then please act now by completing and submitting the form on our new campaign page here: www.sharesoc.org/campaigns/rbs/
the right to indicate that you may be willing to sign a requisition for a Shareholder Resolution on this matter, subject to seeing the details later.
Next step: we will send you by email the resolution to sign and post back. Then we submit the resolution to RBS and we vote on it at the AGM.
BACKGROUND INFORMATION
Shareholder Committees
- The primary role of the Shareholder Committee is to improve the agency model of corporate governance by increasing the engagement and oversight of Shareholders in the operation of the companies owned by them.
- ShareSoc have been campaigning for many years for the establishment of Shareholder Committees. ShareSoc have written a detailed paper on the subject. See https://www.sharesoc.org/Shareholder%20Committees.pdf
- The MP, Chris Philp, wrote an excellent paper on shareholder committees in Sept 2016 and this has received wide publicity. See: http:/highpaycentre.org/files/Restoring_Responsible_Ownership_-_Chris_Philp_HPC_copy.pdf . ShareSoc have a number of concerns about the practicalities of a few of his suggestions and are in the process of writing to him to explain how the Shareholder Committee can best be implemented.
- The Nov 2016 Government Green Paper on Corporate Governance mentions Shareholder Committees as a way forward that could be mandated or could be adopted via the UK Corporate Governance Code or voluntarily. See https://www.gov.uk/government/news/government-launches-review-of-corporate-governance
Royal Bank of Scotland (RBS)
- RBS is a hugely underperforming company and since 2007, long term investors have lost 95% of the value of their investment, largely due to failures in corporate governance.. RBS is 70% owned by the Government via UKFI, so it is important to all the people in the UK that RBS has good corporate governance. Therefore, RBS should be in the forefront of adopting Shareholder Committees.
- We are therefore planning to submit a resolution to the AGM. Legally, we can do this so long as we have over 100 shareholders supporting the motion who hold collectively 10,000 RBS shares (about £22,000 at today’s price). The AGM resolution has to be submitted by 31 December, so we ask you to respond quickly to this email request.
Other Companies
ShareSoc hope that other companies will follow the RBS example and voluntarily adopt Shareholder Committees. If companies resist, then it is our intention to submit AGM resolutions to other companies.
Roger Lawson
ShareSoc Chairman has written to the RBS Chairman Howard Davies, requesting a meeting:
Subject:
RBS Shareholder Committee Campaign
Tuesday, 20 December 2016 at 12:08:53
Dear Mr Davies,
I write to introduce myself and update you on an initiative to requisition a resolution at the 2017 RBS AGM to implement a shareholder committee.
We believe that this initiative is in the public interest. We believe that there is evidence of a breakdown in the agency model of corporate governance of many quoted companies, as highlighted in November’s Government Green Paper. RBS is an important national asset and its ownership and the way it is governed is of great interest to the wider public. We believe that there is a need for companies to step up and respond to Mrs May’s initiative on making capitalism work for everyone, and we think it is in the interest of all parties that RBS be seen to take the lead on this.
ShareSoc and UKSA have contacted our members asking them to support the resolution, and we have now received sufficient support to proceed.
ShareSoc Director Cliff Weight has been in communication with the RBS Company Secretariat and I trust they will have briefed you. However, you may find it useful to discuss the initiative directly. We would be delighted to set up a meeting at your convenience.
I look forward to hearing from you.
Best regards,
Mark Northway
Chairman
RBS UPDATE @26.12.2016 I have received 133 signed forms so far for our RBS Shareholder Committee Resolution. This is more than the minimum 100 required, But I would still like more as the large number indicates how seriously members feel about this. I will deliver the forms to RBS on 30 Dec.
If you own RBS shares you can still join the campaign. Goto https://www.sharesoc.org/rbs.html to help😀