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.

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 ...

Elliott Raises Stake in Alliance Trust

Elliott Advisors have raised their stake in Alliance Trust to 14%. After a battle before the last Annual General Meeting of Alliance, the company effectively conceded defeat by appointing two new non-executive directors as suggested by Elliott. But the issues raised by Elliott of a high share price discount to net asset value, and long-standing poor performance have not gone away – the discount currently stands at about 12%, much higher than most generalist investment trusts. Indeed many trusts are now ...

Corbynomics, Director Remuneration and Voting

The media is full of analyses of late of the impact of the new Labour front bench and the policies of the key players such as Shadow Chancellor John McDonnell and Business Secretary Angela Eagle. Mr McDonnell apparently advocates big increases in public spending, higher taxes on the wealthy, cancellation of the independence of the Bank of England and widespread nationalisations of energy companies and the railways. The Financial Times ran an editorial on 16/9/2015 suggesting that Mr McDonell's "cavalier disregard of ...

Telecom Plus and Camkids – Creative Accounting and Pay Issues

Telecom Plus (TEP) held their AGM yesterday (12/8/2015). The company provides a complete range of utility services - gas, electricity, broadband, fixed line and mobile phones via a "club" concept promoted by a network of self-employed (mainly part-time) distributors. They offer competitive pricing and an efficient operation (I am one of their customers as well as being a shareholder). The share price of this company has gone from near 800p up to well over 1800p and back down to below 800p ...

FT Acquisition, Toshiba, Diageo, Healthcare Locums, False Accounting, Chinese Companies, and AIM

The Financial Times is being sold by Pearson to Japanese media group Nikkei Group. The Chairman of Nikkei was quoted as saying it will be "business as usual" (in the FT of course) and that the "philosophy and values of the FT are the same as ours". Clearly they are still in the honeymoon period but let us hope that is true as the FT provides excellent factual news and commentary in general. Here's just some of the news they have ...

Unhappy Shareholders at Sea Energy, Vislink and Blinkx

Perhaps it was the hot weather, or that folks have more time to spare in the summer holiday season, but shareholders in three smaller companies have been stirred to complain about a variety of issues mainly focussed on pay and overhead costs. Sea Energy Stuart Stafford has formed a Shareholder Action Group for investors in Sea Energy. See this web site for more details and to register an interest: https://seashareholderactiongroup.wordpress.com/2015/07/07/action-group/ His main complaints are about 1) Exorbitant central costs which destroy shareholder value; 2) ...

How to turn 9.5% into 2.4% – British Smaller Companies VCT

British Smaller Companies VCT (BSV) have recently circulated their Annual Report  prior to the AGM on the 29th July. They had a good year according to the Chairman's report with the value of the investment portfolio increasing by 9.5% over the year.  But the total return (net asset value plus dividends increased by only 2.4% (a rise of 4.8p to 197.5p since launch). How can that be? The reason is simply that costs went up 56%. That includes investment advisors fees up ...

Rensburg AIM VCT Wind-up covered in the FT

There was an interesting article in the FTMoney edition yesterday (6/6/2015) on the proposed wind up of Rensburg AIM VCT Plc. The board of directors are pushing ahead with this proposal and a General Meeting to approve it is scheduled with the AGM on the 22nd July. The FT article by Adam Palin points out that anyone who claimed capital gains roll-over relief on their original investment in the VCT may not wish to support the wind-up. It quotes me (as a ...

Issuing More Shares in Investment Trusts – Finsbury Gr. & Inc. et al

Now that many investment trusts trade at a premium to their net assets value, it has become commonplace for them to issue more shares so as to "meet demand" as they tend to say. The latest example of this is at Finsbury Growth & Income Trust Plc (FGT) which is one of the better performing trusts. Other examples of those who do it regularly are City of London Investment Trust and City Merchants High Yield Trust. In the case of  Finsbury they ...

The Wonders of LTIPs, Pay at WPP and the Sprue Aegis AGM

Yesterday (3/6/2015), I attended the Annual General Meeting of Sprue Aegis (SPRP). Before discussing what was said at that meeting, it's worth reviewing a recently issued report by the High Pay Centre entitled "No Routine Riches".  It's a devastating critique of how the existing systems of "performance related pay" for directors has worked. To quote from the report: "We have looked at the growing complexity of awards that has pushed directors’ pay into the stratosphere, and found there is little discernible link ...

Chinese AIM Companies – Sorbic et al

A good letter in the Financial Times today (29/5/2015) from Sorbic investor John Gunn about how AIM rules have failed to protect shareholders. He said it is "a terrible state of affairs" and suggested the AIM regulations had failed completely to protect shareholders. Sorbic International (SORB) is an AIM listed Chinese company which has encountered major governance and legal problems and its shares have been suspended. To quote from the latest RNS, after the board fired Mr Wang Yan Ting, the CEO: "Since ...

Tesco Results and Elementis AGM

Tesco (TSCO) and Elementis (ELM) - two very different companies. The first announced their preliminary results this morning, and the second held their AGM today which I attended. The opening line of the Tesco announcement says  it all: "It's has been a very difficult year for Tesco". Although it said like-for-like sales volumes were up for the first time in four years, the rest of the commentary was pretty negative and of course there will be no final dividend. Debts are rising, pension ...