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.

RBS Share Buy-Back

The Royal Bank of Scotland (RBS) is proposing to buy-back up to 4.99% of its shares from the stake held by the Government (by UKGI on its behalf). At present the Government holds 62% of the company stemming from the bailout in the banking crisis ten years ago. They have been trying to get shot of it ever since as no Tory government thinks it should be investing in banks. This latest proposal makes it clear that UKGI cannot easily sell ...

RBS General Meeting – Voting Considerations

RBS has called a General Meeting for 6th February to consider a Special Resolution giving the group the authority to make off-market purchases of up to 4.99% of the outstanding shares from HM Treasury. In effect this is an authority to effect a capital reduction, which will partially reduce the overhang of government held shares. The timing is pretty poor, coming just three months prior to the AGM and without the benefit of full year financial reports. But it seems to signal ...

Remuneration Update

by Cliff Weight, Director, ShareSoc. On 22 November 2018, the Investment Association (“IA”), wrote to the chairmen of the remuneration committees of FTSE 350 companies attaching its updated Principles of Remuneration . These changes to the IA guidelines have been made against the backdrop of the new remuneration provisions in the UK Corporate Governance Code and the changes to the reporting of directors’ remuneration which is due to come into force for accounting periods beginning on or after 1 January 2019. MM&K's excellent(*) review ...

Applied Graphene Materials AGM on 18 December and the QCA Code

AIM-listed Applied Graphene Materials(AGM) holds its AGM on 18 December 2018. If you hold shares it might be worth attending and asking some questions. AGM share price has dropped 90% from £4, 5 years ago, to 38p now and has a market cap of less than £20million and burns £4m of cash every year. AGM has been through a number of significant changes in the past year – a new CEO was appointed in August 2018 and a new joint CFO and company secretary arrived ...

Soukup Soaks Up More Voting Power at Thalassa

There was an interesting RNS out yesterday for Thalassa (THAL). Following an amendment to the Company’s Memorandum and Articles of Association, and without a shareholder vote, each shareholder was issued with one Preference Share for each Ordinary Share held. Each Preference Share carries 10 votes, and given that they were given out on a one for one basis to Ord holders, it seems fair and simply multiplies the total voting rights by 11. (1 plus the 10 new votes per old ...

GB Group, Social Media, Rightmove and Alliance Trust

Yesterday I attended the Annual General Meeting of GB Group (GBG) in Chester. An absolutely horrendous road journey both there and back mainly due to road works as far as I can tell. But my satnav took me on the M25, M11, A14, M6, M54 and numerous minor roads on the way there from south-east London, and the M6, A50, M1, A14, M11, M25 and other minor roads on the way back. A typical example of how the UK road network ...

Premier Foods, stock lending, custodians, shareholder rights and nominee accounts

The background to my comments is below: KATE BURGESS in the FT on 15 July 2018 reported that accusations of empty voting — where investors borrow voting shares for short periods to swing the outcome at meetings —reverberated around the market ahead of Premier Food’s shareholder meeting next week. They were sparked when Oasis Management , the Hong Kong activist hoping to unseat Premier’s chief executive Gavin Darby, said it had increased its stake in the owner of Angel Delight from 9 to ...

Royal Mail Remuneration

I always thought that being a Chief Executive and being paid millions was a 24/7 job. I am amazed the Royal Mail could not recruit somebody from the millions of people who live in the UK. I am very angry that the details of Mr Back's £5.8million payout were buried in note 26 on page 144 of the company's annual report and not explained in the first paragraph of the Remuneration Committee Chair's statement. Hiding the pay of the new Chief ...

UK Corporate Governance Code and new Companies (Miscellaneous Reporting) Regulations 2018

On July 16th, 2018 the FRC published its latest revision of the UK Corporate Governance Code, which is in my view shorter, simpler and better. The code can be read here: https://www.frc.org.uk/getattachment/88bd8c45-50ea-4841-95b0-d2f4f48069a2/2018-UK-Corporate-Governance-Code-FINAL.PDF A summary of the main changes is here https://www.frc.org.uk/getattachment/524d4f4b-62df-4c76-926a-66e223ca0893/Key-highlights-of-the-Code.pdf The FRC have also published a report on their consultation about the Code which explains the changes and the arguments for and against specific changes https://www.frc.org.uk/getattachment/90797f4b-37a1-463e-937f-5cfb14dbdcc4/2018-UK-Corporate-Governance-Code-Feedback-Statement-July-2018.pdf The changes to the Code complement the changes announced by Government in June 2018 to the Companies (Miscellaneous Reporting) ...

Watch out FRC – there’s a new Guv’nor in town

One of our members - Tony Johnson - who is a Chartered Secretary and longstanding member of ICSA, has brought to my attention ICSA’s planned rebranding to become “The Chartered Governance Institute”. See here for more details - https://www.icsa.org.uk/. ICSA or, should I say, CGI, appear to be positioning themselves as the “go-to” organisation for good corporate governance. Here’s what their President, David Vernon, had to say recently in his letter to members: “Over the last two years, your Council has been implementing ...

Hybrid AGMs and British Land

The British Land Plc (BLND) Annual General Meeting is coming up on the 17th July and I took the opportunity to review the agenda items as some are particularly interesting this year. One resolution refers to a change in the Articles which have been substantially revised. They include: A new resolution to permit “hybrid” General Meetings where some members can participate electronically instead of attending in person. But “all electronic” meetings are still not permitted. This is surely a good initiative ...

BEIS Consultation on Insolvency and Corporate Governance

We have submitted jointly with the UK Shareholders Association our response to the consultation on Insolvency and Corporate Governance. The response was written by  Cliff Weight - Director, UK Individual Shareholders Society (ShareSoc) and Peter Parry - Policy Director, UK Shareholders' Association. Click here to read it.