Shareholder Democracy

Guidance for UK Boards on Stakeholders

Review and commentary by Cliff Weight ICSA: The Governance Institute and The Investment Association (IA) have launched guidance to help UK company boards ensure they understand and weigh up the interests of their stakeholders when making strategic decisions. Commentary: My view is • They have recommended 10 principles. Principle number 9 is important -“The board should report to its shareholders on how it has taken the impact on key stakeholders into account when making decisions.” - The Government will introduce legislation to this effect ...

Dual class share structures: threat or opportunity?

I was interested to read this article in the FT today. It reports that the Hong Kong stock exchange is once more contemplating whether to permit listed companies to have dual class share structures. The exchange has considered this topic several times previously and has historically rejected it and not permitted such structures. In the UK, there isn't an absolute ban but the practice is deprecated and very few companies have such structures, Schroders (SDR/SDRC) being a notable exception. OTOH in ...

Foresight 4 VCT – Big Changes Needed at the AGM

ShareSoc recommends that shareholders vote against the re-election of Raymond Abbott and Michael Gray and against the re-appointment of KPMG. (NOTE: If you have already voted in favour, its not too late to change your vote and resend your proxies. Additional form(s) of proxy may be obtained by contacting Computershare Investor Services plc on 0870 703 6385.) BACKGROUND OF FAILURE Foresight 4 VCT has a litany of past failures in investment performance and corporate governance. It made major £30m errors in several reserves in its accounts ...

Sophos, Interquest and Government Policy

Yesterday I missed the Sophos (SOPH) AGM due to having a clashing engagement, but I noticed that in the announcement of the voting results that there were substantial votes against the Remuneration Report (29.8% against) and also high votes against most of the directors. One only needs to glance at the Remuneration Policy to see why. The maximum bonus opportunity is 200% of salary, and the maximum LTIP award is 500% of salary in normal circumstances and up to 750% in exceptional ...

Vested Interests Win a Battle… but We Will Win the War!

In a speech made in 2016, Theresa May said: ...And I want to see changes in the way that big business is governed. 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. In practice, they are drawn from the same, narrow social and professional circles as the executive team and – as we have seen time and ...

FT Article on Small Investor Voting

On 25th August in the FTMoney supplement, FT writer Aime Williams explained how small investors could influence companies. But unfortunately some points may have misled readers. I have sent Aime the following communication: I read your article entitled “Small investors stand up and be counted” in this weekend’s FT with interest. It is good that the article shows how private investors can have an impact on companies, and it will no doubt encourage people to attend AGMs. But the comments from Richard Stone ...

RBS Shareholder event hijacked by other stakeholder groups

RBS announced excellent results today (4/8/17) and their share price soared 4% to £2.67 in early trading. For detailed commentary see http://www.telegraph.co.uk/business/2017/08/04/rbs-posts-rare-half-year-profit-eyes-amsterdam-move-staff/ . Things are looking better. The RBS...

RBS Shareholder Event on 31 July

I am looking forward to the RBS Shareholder Event on Monday 31 July in London. RBS had dropped regular shareholder briefings, but, following our shareholder committee campaign, have now reinstated...

It’s Getting More Difficult to Vote

It’s certainly getting more difficult to vote of late, and I am not talking about voting at General Elections but just for resolutions at the General Meetings of companies we own. This seems to be a particular problem with Capita Registrars. Here’s some examples: Whitbread: As a personal crest member, I am on the register and expect to be sent an annual report and proxy voting form (and at least the latter on paper). But no longer it seems. Whitbread ...

A tale of three AGMs

by Cliff Weight Last week I went to 3 AGMs. Aviva on Wednesday, 10 May in London and then Lloyds in the morning of the 11th and RBS in the afternoon, both in Edinburgh. Aviva was very well attended with about 600 people in the Queen Elizabeth Centre. There were plenty of displays of the Aviva products, lots of staff to explain them and deal with any customer issues or complaints. There were also stands explaining the business (noticeable by its absence was ...

BP PLC Remuneration Policy – ShareSoc’s comments prior to the AGM

In preparation to BP’s AGM tomorrow (17th May 2017), ShareSoc's Remuneration spokesman has prepared this post on the company’s remuneration policy and many other issues. Overall, the changes proposed by the Company,should be considered positive. The discontinuation of the matching share awards and simplification is particularly welcomed, as is the downward discretion applied by the remuneration committee during the year to reduce pay. However, even after the reduction Dudley’s aggregate incentive forward-looking opportunity could still be deemed to be excessive at 725% of ...