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.

Brexit Result Impact and Tesco AGM

The result is in, and the people have spoken. We will now leave the EU, unless of course there is some more re-negotiation or other fudge which would probably require some U-turns by politicians. They are of course adept at finessing such manoeuvres so don't be surprised if the outcome is not quite as simple as it might first appear. The pound has already fallen substantially (I am writing this just before the stock market opened). Is that a disaster? Not quite ...

WPP Pay and AGM Report

So 33% of investors in WPP voted against Sir Martin Sorrell's pay package of £70 million for last year at yesterday's AGM which made him the highest paid FTSE CEO. That has been reported in the financial media as indicating strong dissatisfaction with the figure, but surely the really astonishing aspect is that obviously 66% voted in favour (and that's ignoring the abstentions). It seems 66% of the mainly institutional voters think that pay at that level is perfectly reasonable! Or perhaps ...

ShareSoc Proposes How the AIM Market Should Be Improved

ShareSoc has issued the following press release today: The AIM market run by the London Stock Exchange (LSE) has been criticised by many people for the quality of companies listed on the market and for the way it operates. ShareSoc and our Members think that some reform is necessary. There is no denying that it is possible to invest in successful AIM companies but as any experienced AIM investor knows, doing so consistently and avoiding those that either never establish a profitable business, ...

Rolls-Royce and Voting Procedures

I published a report on the Rolls-Royce Annual General Meeting (AGM) in the last ShareSoc newsletter and also here. I wrote to the Chairman after the meeting complaining about...

ShareSoc Launches New Director Remuneration Guidelines

ShareSoc has issued the following press release on its new Remuneration Guidelines. These Guidelines have been developed by ShareSoc Director Cliff Weight who has substantial experience in these matters, supported by other ShareSoc directors. In summary the press release said: FTSE100 CEO pay is too high. It should be less than half of current amounts. FTSE 100 CEO’s maximum bonus should be 100% of salary (currently 200% is common) and the LTIP maximum normal annual award should be 100% of salary (currently 300% is ...

The Restaurant Group AGM Report (RTN)

Today I attended the Annual General Meeting of The Restaurant Group for the first time - held in the City of London at 10.00 am. There were about 50 shareholders present which I was told was slightly more than normal, perhaps because the company seems to be in some turmoil after recent profit warnings and the abrupt departure of the finance director. From being one of those stock market growth stocks on high valuations (share price peaking at over 700p in ...

Pre-Emption Resolutions Likely to Change

Pre-Emption rights are a very positive feature of the UK stock market scene. They prevent companies from issuing shares without existing shareholder consent, except to a limited extent. That avoids excessive dilution without your consent. The Pre-Emption Group sets the guidelines for this voluntary system which generally means that for larger companies 5% is the limit without getting a shareholder vote in favour. A resolution to cover this for the next year is on most AGM agendas. The Pre-Emption Group have ...

ShareSoc slams LSE over AIM failures

ShareSoc slams London Stock Exchange over AIM failures - that was the title of a press release which ShareSoc has issued after the LSE Group's AGM which was held today - see https://www.sharesoc.org/pr76lseaim.html ShareSoc Director Mark Bentley spoke at the AGM and suggested that "AIM is full of dubious businesses led by dubious people". He asked them to do something about it. Perhaps the merger with the German Deutsche Boerse will mean the introduction of a more disciplined approach to some of ...

Lakehouse – Corporate Governance is Not Just About Box Ticking

The affairs of Lakehouse where major investors Slater Investments and Steve Rawlings have requisitioned an EGM to remove and replace the non-executive directors has been covered in previous blog posts. Slater has now issued some explanation for the reasons which can be read here: http://www.investegate.co.uk/slater-investments/rns/egm-statement/201604010700107965T/ The board of Lakehouse criticised the three new directors proposed on the basis that they were not independent and hence that corporate governance rules were being broken. The requisitioners say though that "Corporate governance is not just ...

The Non-Financial Reporting Directive

While the debate over the EU and its bureaucracy is so topical, it's worth taking a look at the latest public consultation on an EU Directive that needs to be implemented into UK law. This goes under the snappy title of "The Non-Financial Reporting Directive". It's primarily about how companies report information to their investors and to the wider public on their strategy and operations - typically in their Annual Reports at present. There is already a requirement in UK company law to ...

After the Storm, at the High Pay Centre

I attended a seminar organised by the High Pay Centre last night on the new public company pay regulations introduced two years ago. Speakers were Vince Cable who lead those changes when he was in power, and Ben Chu of The Independent, with the former promoting his new book "After the Storm". Vince covered some past history and his current concerns. That included a comment that interest rates were now lower than they had ever been before - indeed since Babylonian times ...

Glencore Placing Attacked

In a previous blog post I said that Glencore's plans to cut its debt and strengthen its balance sheet by disposals and a new share issue were "just what the doctor ordered". But it turns out that the detail of the prescription was not to everyone's liking. Institutional fund managers have rightly deplored the fact that the equity issue was a "placing", i.e. not a rights issue that is subject to the normal pre-emption rules. In other words, existing shareholders were ...