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.

Outrage in the Cayman Islands

There is reportedly outrage in the Cayman Islands after they were included in a list of "high risk jurisdictions" by the Financial Conduct Authority (FCA). The Islands Government has expressed "great consternation" at its inclusion in the list, which only became public after a Freedom of Information Act request for the list. But anyone familiar with publicly listed companies that were or are registered in the Cayman Islands might not be that surprised. The Cayman Islands was a favourite location for companies ...

AIM and other regulatory changes

Effective from the 11th August, there are additional requirements under AIM Rule 26. Rule 26 covers what information is required to be published on a company's web site - for example the listing prospectus and last Annual Report. In future a company must disclose what corporate governance code the company is using, or not as the case may be. Currently AIM companies often refer to the Quoted Companies Alliance (QCA) Corporate Governance Code for Small and Mid-Size Quoted Companies, some use ...

Active managers and Monks Investment Trust

The FT’s fund management supplement recently reported that “90% of UK active funds beat the market”. This headline might surprise you because historically it is known that active fund...

Controlling bankers – public consultation in motion

Controlling bankers is a key theme of a public consultation issued jointly by the Bank of England Prudential Regulatory Authority (PRA) and the Financial Conduct Authority (FCA). The proposals...

Long standing directors and investment trusts

The UK Corporate Governance Code has a clear rule about non-executive directors who have served for more than nine years (Code B.1.1.) which states "The board should state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination, including if the director: has served on the board for more than nine years from the date of their first election". This rule was not introduced to ensure that ...

West Bromwich Building Society in profit

The West Bromwich Building Society recently issued their accounts for their financial year ending in March 2014. They actually managed to make a small profit after years of losses. Does that mean that the PIBS holders will start to receive their dividends again? In essence no. According to Peter Morgan who led a campaign on the issue, it might yet be another 5 years before these bondholders receive any interest whatsoever. To remind readers about this problem, in 2009, the Society ran ...

Giving Personal Shareowners a Voice

"Giving Personal Shareowners a Voice" was the title of a meeting yesterday (3/7/2014) organised by Gavin Oldham of The Share Centre. It was organised to discuss a number of concerns about shareholder engagement with companies and the rights of individual shareholders. It was attended by a number of "stakeholders" interested in this area including representatives from the BIS, FRC, WMA, Wider Share Ownership Council, ShareAction, UKSA, ICSA, a number of journalists and myself representing ShareSoc. The first topic covered was the failure ...

Fiduciary Duty and Intermediated Securities Report – A Bombshell at the End

The Law Commission was asked to undertake a review of how the law of fiduciary duties applies to investment intermediaries and to evaluate whether the law works in the interests of end investors. This followed a recommendation in the Kay Review undertaken by Professor John Kay where he attacked the excessive "intermediation" in financial markets, the lack of clarity of responsibility, the difficulties trustees have in interpreting their duties and related factors that seemed to be undermining the ethics of financial ...

Surprises on Remuneration at the Kentz AGM, and opposition also at Hiscox

Surprises on Remuneration at the Kentz AGM,  and opposition also at Hiscox Last week (on Friday the 16th May), both the Remuneration Policy and Remuneration Report resolutions were voted down by shareholders at the Kentz Annual General Meeting. This is one of the few companies where such resolutions have been lost in the current AGM round and the first where the Remuneration Policy vote has been defeated. That vote was only introduced in the last year by new Government legislation, but oddly ...

Barclays wins vote on pay

Barclays Bank Annual General Meeting yesterday showed how difficult it is to get excessive pay awards voted down. Despite strong opposition from PIRC, F&C and Standard Life (the latter actually spoke at the meeting which is unusual for institutions), only 24% of votes were cast against the Remuneration Report with an even lower number against the Remuneration Policy. There were a number of shareholders who abstained so the media commonly reported 34% of shareholders  as failing to support the board, but ...