VOTE FOR RBS AGM SPECIAL RESOLUTION 28 SHAREHOLDER COMMITTEE

RBS have now sent out the 2019 AGM circular to shareholders. This contains Resolution 28 requiring RBS to establish a Shareholder Committee, which was requisitioned by ShareSoc and UKSA members. If you own RBS shares, please vote for our resolution.

Sadly, the RBS Board will be voting against our resolution and have recommended shareholders to vote against it. Their rationale (which is full of spurious reasons and illogic) is as follows:

The concept of a shareholder committee was included in the Government’s Green paper on Corporate Governance Reform. The Government’s response to the consultation notes that the majority of respondents were opposed to the idea, citing a range of reasons. First, there is the difficulty of finding a group of investors that could represent the views of the many investors holding shares in large quoted companies (c.186,000 in the case of RBS). Concerns also exist that such committees could entrench large investors, making it harder for smaller investors to have a say. Finally, shareholder committees with strategic oversight and advance say on draft pay and nomination proposals would blur the lines between stewardship and executive decision-making, and undermine the unitary board model. The Board shares similar concerns and therefore does not consider that the creation of such a committee would be in the best interests of the Company. It is the role of the Board, directly elected by shareholders, to promote the success of the Company for the benefit of its members as a whole. Shareholders’ views are of course very important and it is considered that established channels including the AGM, the Investor Relations Programme and retail shareholder events already provide appropriate mechanisms for engaging with shareholders. The Board therefore recommends, as it did in 2018, that you vote against Resolution 28. Further details of the Board’s view on Resolution 28 are given in Appendix 1 with the Supporting Statement from the requisitioners given in Appendix 2.

see https://investors.rbs.com/~/media/Files/R/RBS-IR/results-center/letter-to-shareholders-2019.pdf

These arguments are basically the same ones they argued last year. We pointed out the spurious points and illogic to RBS in an email on 2 Jan 2019, but they failed to take note of what we said and instead continued in their old failing modus operandi.

Our response to the RBS arguments are:

Re Unitary Board, It won’t undermine the UK’s unitary board model if the shareholder committee is not given any decision making powers by the Board.

Re Majority oppose, ‘Three in ten’ in fact represents tremendous support for the Shareholder Committee idea when consultative responses are numerically dominated by industry members determined to keep the status quo. It is disingenuous of a Government department to misuse statistics in this way in order to kick an idea for which there is strong independent support into the long grass. In general, the dismissal of the Shareholder Committee concept is superficial, illustrating a determination to yield to special interests rather than search for solutions.

Re getting representative members, by definition any committee will only be a sample of the universe, but a suitably stratified sample should ensure Committee members have a broad understanding of the key issues and can give the RBS Board another perspective, which it clearly needs to listen to. The Government’s point may have some validity in respect of a Shareholder Committee with decision making powers, however our proposal does not envisage any decision making powers, so the Government’s point falls away, as does RBS’s misrepresentation of the point.

Re It is the role of the Board, directly elected by shareholders, to promote the success of the Company for the benefit of its members as a whole. We totally agree with this statement. The Shareholder Committee will enhance this.

For more detail, see this blog and comments in the thread https://www.sharesoc.org/blog/regulations-and-law/vested-interests-win-battle-will-win-war/

Perhaps, however, the simplest argument in favour of the Shareholder Committee is that the current method of cosy chats between RBS and major shareholders is not working. The latest bad press fiasco over the CEO’s egregious pension illustrates this. RBS does not listen. When it tries to listen, it fails to hear. A Shareholder Committee can only help. It is low cost and low risk. Vote for Resolution 28.

Cliff Weight, ShareSoc Director and RBS Shareholder Committee Campaign Coordinator.

Post Date: March 22, 2019

Group description:	Our group is interested in sustainable investing and our goal is to identify and evaluate businesses that will thrive through innovation and their transition to a ‘One Planet Economy’. By leveraging the skills of group members, we aim to deeply understand these businesses, particularly focusing on how they develop long-term valuable benefits for their customers. Each year, we plan to evaluate around seven businesses to identify opportunities where our valuation exceeds the market price. A successful outcome is defined as achieving a compound annual growth rate (CAGR), including dividends, of 10% over a decade.
Meeting Type/Venue:	Meetings are in-person in a pub near to Waterloo station in London.
Meeting Frequency/Timing:	Meetings are bi-monthly on a Monday from 10:45am to 4:30pm. Members are expected to also pay for their own lunch which secures the group free use of a private room in the pub. The cost is expected to be £35-40 per person, per meeting, in addition to your SIGnet membership fee.

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:	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:	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.

Group description:	Group focused on active investing, primarily in small / medium cap UK equities.
Meeting Type/Venue:	Regular Zoom meetings interspersed with occasional face to face meetings and social activities in the North West.
Meeting Frequency/Timing:	Monthly on Saturdays at 10am.

VOTE FOR RBS AGM SPECIAL RESOLUTION 28 SHAREHOLDER COMMITTEE

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