ShareSoc-UKSA Resolution for the RBS 2019 AGM

ShareSoc has advocated the implementation of Shareholder Committees since our inception in 2011. ShareSoc has submitted resolutions to previous RBS AGMs requesting the implementation of an RBS Shareholder Committee. WE NOW NEED YOUR HELP WITH THIS YEAR’S CAMPAIGN

Please sign the correct form if you own RBS shares. You can find instructions for doing so here: https://www.sharesoc.org/rbs-agm-2019-requisition/

Or, if you don’t currently own RBS shares but wish to support our campaign, then we can give you 1 share and then you can sign the forms and support the campaign. If you would like to do this, click here: https://www.sharesoc.org/campaigns/rbs/#join

A similar resolution to the 2019 RBS AGM resolution was submitted to the 2018 AGM. UK Government Investments (UKGI), which represented 75.3% of the votes cast on this matter, chose to vote against the resolution, thereby deciding the outcome. There were 604.99 million votes in support of the proposal, representing 5.5% of the non-UKGI votes cast.

The UKGI position at the 2018 AGM was a disappointment to the campaign, and arguably inconsistent with the entity’s mandate. The Government wishes to reduce and eventually eliminate its stake in RBS, and any means of increasing engagement with shareholders should be embraced with enthusiasm. Increased shareholder oversight through a Shareholder Committee can only make the shares more attractive to prospective investors.

5.5% support for the resolution was a significant outcome in light of the negative recommendation from the Board of RBS. It was a truly remarkable result.

ShareSoc and UKSA recognise that it takes time to influence the thinking of the Board, of UKGI and of institutional shareholders. The first vote on this matter was held at the 2018 AGM. We can expect increased support for the proposal at the 2019 meeting. Change does not happen overnight.

Role of the Committee

The aim of the Shareholder Committee is to facilitate more effective oversight by shareholders of the governance of the Company. It is intended that the Shareholder Committee operate as part of an effective and inclusive governance framework that builds trust between the Company and its shareholders.

The key criteria are that the committee should include Shareholder representatives, ideally approved by both the Company and by the AGM, and that it should engage on a regular basis with the Board of Directors. The functions of the Shareholder Committee are likely to be advisory in nature and may, at the discretion of the Directors, include some or all of the following:

providing feedback to the Board on candidates being considered for appointments by the Company,
providing feedback to the Board on remuneration proposals, and reporting to the AGM on specific pay proposals (including the remuneration policy),
providing feedback to the Board on strategy from a shareholder perspective,
reviewing and commenting to the Board on the appointment of external auditors and the activities of the auditors,
reporting to shareholders on its activities via the annual report,
providing voting recommendations to shareholders for the AGM.

Benefits of a Shareholder Committee

Mechanism for Board to engage and communicate with a broader range of Shareholders
Visible check and balance on governance matters
Increased transparency
Improved Shareholder confidence, making RBS shares more attractive to a broader range of investors
More orderly AGM process
Establishes RBS as a leader in corporate governance
Enhances reputation of the UK financial markets

We could not have got this far without your support. Please be assured that getting the shareholder resolution on the May 2018 RBS AGM agenda was a huge step forward in making all UK plcs aware of the importance of individual investors and the need for all company Boards to engage more effectively with the shareholders who own each company.

The 2019 Campaign promises to be even more successful.

Please follow the instructions here: https://www.sharesoc.org/rbs-agm-2019-requisition/ to support our campaign to institute shareholder committees at RBS and other companies.

If you do so you will automatically be enrolled as a supporter of our campaign, unless you advise us otherwise.

Cliff Weight
RBS Shareholder Committee Campaign Co-ordinator and Director, ShareSoc

Post Date: November 9, 2018

Group description:	SIGnet Taunton is a new group with around 10 keen members at present, with a range of investment styles and experience. We welcome new members.
Meeting Type/Venue:	In person meetings at a golf club near to the centre of Taunton.
Meeting Frequency/Timing:	We meet on the first Monday of every month at a golf club near to the centre of Taunton, 11am until 3pm with a lunch break.

Group description:	An online group for those who are new to investing, or have only been investing for a few years. Including topics such as: – What is a share or a bond, why and how to buy them. – Comparing funds, unit trusts, Investment trusts and exchange traded funds. – Portfolio management and diversification. – ISAs, pensions, SIPPS and how to save tax. – How terms such as PE ratio and dividend yield are used to value a share. – How to use technical analysis or charting.
Meeting Type/Venue:	Online using Zoom.
Meeting Frequency/Timing:	Meetings are usually held on the last Monday of the month at 7:00pm.

Group description:	An online group for those who already have some experience in investing. Covering topics such as finding companies to invest in, financial statements and ratios, valuation / margin of safety, analysis of companies and investment trusts and exchange traded funds.
Meeting Type/Venue:	Online using Zoom.
Meeting Frequency/Timing:	Meetings are usually held on the last Wednesday of the month at 7:00pm.

Group description:	The Equity Income Group welcomes investors of all levels of experience, from beginners to advanced. The focus of meetings is on dividend paying Investment Trusts, though there is also discussion around individual shares.
Meeting Type/Venue:	Meetings are held online.
Meeting Frequency/Timing:	Meetings are held every 6 weeks on a weekday between 7 and 8:30pm.

Group description:	The Group welcomes investors of all levels of experience, from beginners to advanced. The focus of meetings is on all types of income generating financial instruments, from stocks through Trusts and Funds and ETFs to retail bonds. Meetings involve presentations from members, who are also expected to lead discussions from time to time, as well as discussions on what has been bought and sold since the last meeting.
Meeting Type/Venue:	Meetings are in-person in a venue in Central London.
Meeting Frequency/Timing:	Meetings are usually held on the last Thursday of every other month, starting with an informal lunch around 1pm followed by discussions until around 5pm.

Group description:	A welcoming group open to all types of investors. Typical meeting content is to have a deep dive presentation on a topic selected by the participants and a session on buy/ sell/ key lessons learnt last month.
Meeting Type/Venue:	In person at a friendly pub close to Piccadilly Circus
Meeting Frequency/Timing:	Monthly during the evening on the first Wednesday of the month.

Group description:	Our group is a broad church that contains investors of varying experience. Our members’ backgrounds are diverse and include corporate banking, engineering, teaching and the leisure industry. We generally pick a discussion topic for every meeting, e.g. housebuilders or the defence industry, and members are invited to research and discuss different aspects or companies within that industry. We also discuss stocks and investment trusts that we have bought, sold or are interested in and the reasons behind our decisions, and try to make sense of the ever changing investment environment. Discussions are robust and challenging but we are a friendly and approachable group who welcome investors of all levels – we just ask that you contribute, at whatever level you can.
Meeting Type/Venue:	Our meetings are held in a private room at a nice pub near to South Ealing tube station (Piccadilly Line), not far from Ealing Broadway (District, Central and Elizabeth Line).
Meeting Frequency/Timing:	We meet every 2 months, usually on a Wednesday morning at 11am.

Group description:	All levels of experience welcome. A typical meeting agenda includes: – Macro Environment – Trades: Members review existing positions and identify securities with promising TA entry patterns or setups and with suitable risk/reward. Any security, long, short, futures, options may be considered. The convener takes actual positions in trades and maintains his own detailed ledger, accurately measuring performance of individual securities and cumulative activity. Members are notified by e-mail prior to the entries or exits that are decided upon. Following each meeting an updated copy of the ledger is circulated together with the next meeting agenda. Members may wish to maintain similar ledgers of their own but there is no obligation to do so. – Technical Analysis: Techniques and systems used in trades. Members can request discussion of particular aspects of TA.
Meeting Type/Venue:	Online via Zoom
Meeting Frequency/Timing:	The first Tuesday of every month from 7 to 9pm

Group description:	Open to all investors / people with an interest in investing. Typical meeting will involve members talking about recent purchases, successes, failures and possible future purchases. Also with occasional visiting speakers or members making presentations on a topic of interest.
Meeting Type/Venue:	We aim to meet on the last Tuesday of each month in a private room at a pub in Playhatch. Start time 7pm with members encouraged to meet up around 6pm for a bite to eat / drink before hand, if their diaries allow.
Meeting Frequency/Timing:	7pm on the last Tuesday of the month. Meetings likely to last about two hours but with informal ‘overspill’ before / after.

ShareSoc-UKSA Resolution for the RBS 2019 AGM

Role of the Committee

Benefits of a Shareholder Committee

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