Corporate Governance

Corporate Governance News

This section on Corporate Governance provides investors with the latest topical news plus some informal comments and insights from ShareSoc’s directors and other contributors.

FRC Lab Report on Business Model Disclosure

Do you ever have difficulty understanding how a company really makes its money? If so it's worth noting that the Financial Reporting Council (FRC) have recently published a report on the work of their "Lab" into Business Model Reporting which may be of interest. ShareSoc participated in the work of this Lab where various stakeholders discussed what improvements were necessary. To quote from the FRC's press release, the Lab found: Business model information is fundamental to investors’ analysis and understanding of a company ...

More Power Requested for Ultimate Investors

ShareSoc has issued a press release noting our submission to the Parliament BIS Committee Inquiry into Corporate Governance. It requests more power for ultimate investors. Here is a brief summary of the contents (the press release includes a link to our full submission). We suggest that the goal should be to get more power back to the ultimate investors. This can be achieved by: - Ensuring that individual shareholders can exercise their rights, even if their shares are held in nominee accounts. - Providing ...

Pay and the Attitude of Institutional Investors

An article in the Financial Times on Friday (30/9/2016) focussed on the resistance of business to Theresa May's "responsible capitalism". Although the article acknowledged the need for change, for example in the area of director remuneration. Lots of practical problems were raised - for example how to select suitable worker representatives for boards in international companies. But the really revealing comment was this one from Paul Lee, Head of Corporate Governance at Aberdeen Asset Management. He was quoted as saying: "If ...

Foresight 4 VCT AGM Result

At the Annual General Meeting of Foresight 4 VCT today, all three board directors only very narrowly managed to get re-elected – with 50.01% voting FOR Chairman Philip Stephens,...

AIM – Is Enough Being Done to Protect Investors?

Last night (27/9/2016) BBC Radio covered the topic of the AIM market and asked whether enough was being done to protect investors. See File on Four www.bbc.co.uk/programmes/b07wby0z . Here's a brief summary of the contents with some comments. The BBC visited Hotel Chocolat, a recent AIM listing, and spoke to Angus Thirlwell, the CEO. He indicated they wanted "light touch regulation" so as to avoid a lot of paperwork and said it was one of the attractions of AIM. Comment: it seems ...

Corporate Governance Inquiry Launched in Parliament

The BIS Select Committee of MPs has launched an inquiry into corporate governance focussing on executive pay, directors duties, and the composition of boardrooms. That includes worker representation and gender balance in executive positions. It has been prompted by the recent comments from the Prime Minister and the Committees recent inquiries into BHS and Sports Direct where major failings were revealed in the way those businesses were run. The terms of reference for this inquiry are very broad - see this web ...

Restoring Responsible Ownership

"Restoring Responsible Ownership" is the title of a paper published today by Chris Philp, M.P., on the topic of "Ending the Ownerless Corporation and Controlling Executive Pay". Many people, including ShareSoc, have pointed out the problems in the current governance of public companies. Professor John Kay covered many of the issues in his admirable review of how the stock market operates in his Kay Review a few years ago. One of the symptoms has been rapidly rising director pay as institutions ...

Pay of FTSE-100 CEOs, and Berkeley Group

The High Pay Centre have just published their latest analysis of the pay of FTSE-100 CEOs. Their average pay is now £5.5 million and it grew by over 10% from the previous year. Stefan Stern of the High Pay Centre said "There is apparently no end yet in sight to the rise and rise of FTSE100 CEO pay packages. In spite of the occasional flurry from more active shareholders, boards continue to award ever larger amounts of pay to their most senior ...

Sports Direct – AGM Resolution on Working Practices

Sports Direct (SPD) have received a requistioned resolution for its Annual General Meeting on the 7th September. The resolution which has been put forward by Unite Union and its supporters says: "That the board commissions an independent review of Sports Directs PLC’s human capital management strategy and report back to shareholders within six months." with the supporting comment that "As over 100 shareholders in Sports Direct, we believe the company’s current approach to human capital management will compromise its long-term growth ...

Investment Association Tackles Executive Remuneration

The Investment Association represents institutional investors. Last week (on 26/7/2016) their Executive Remuneration Working Group issued ten recommendations for how to "rebuild trust in pay". They claim to have consulted 360 investors, asset owners and company employees before producing their final report. One of their objectives is to simplify pay structures while improving the alignment of the interests of directors with those of shareholders. It is widely acknowledged that the pay of directors of public companies has got out of hand and ...

May The Force Be With You

That is surely an appropriate headline to follow the selection of Theresa May as Prime Minister designate. That was particularly so when she promised to attack the company "fat cats" and vested interests. Specifically for investors she said that "The people who run big businesses are supposed to be accountable to outsiders, to non-executive directors, who are supposed to ask the difficult questions, think about the long term and defend the interests of shareholders. As we have seen time and time again, ...

Bid for SABMiller (SAB) Queried

One of my contacts has questioned what is happening in the bid for brewer SABMiller by AB Inbev. Here is what he had to say: "The concern raised is that here appears to be a really anomalous situation which is in danger of setting a terribly bad precedent. The two largest shareholders in SAB Miller are Altria (Philip Morris) and the Santo Domingo family of Colombia. They have agreed to a deal for beneficial tax reasons (to them) whereby they accept a ...