INTERCEDE GROUP PLC (the latest news is at the foot of this page)
This campaign was launched in March 2012 although the source of the complaints goes
back to August 2011. The following information was issued in a press release:
ShareSoc Launches Attack on Unjustifiable LTIP Award at Intercede Group Plc
ShareSoc (the “UK Individual Shareholders Society”), has launched a Shareholder Action
Group in relation to Intercede Group Plc. Intercede announced a Long Term Incentive
Plan (“LTIP”) in August 2011.
In the view of ShareSoc, and the shareholders whom we represent, this LTIP demonstrates
many of the aspects that are abhorrent in the current system of remuneration in public
companies. The problems are:
· The award of nominal cost share options (effectively free shares) which simply
transfers a part of the value of the company to the beneficiaries of the LTIP and
dilutes other shareholders. Such awards do of course breach the Association of British
Insurers (ABI) guidelines as they are recognised as being prejudicial to shareholders
· The failure of the company to consult widely with shareholders on this change in
remuneration before it was implemented, and the apparent reluctance to give them
a vote on the matter (the company has not responded to our requests that they do
· The failure to initially disclose the performance conditions attached to the LTIP,
which when they were eventually disclosed show quite low hurdles, and in reality
are not focused on the key aspects of the company that require development – in essence
they are illogical and poorly thought out. The LTIP simply looks like a disguised
pay increase to us.
· The reluctance of the company to engage with shareholders on this issue in any
substantive way, or to make changes in response to our complaints.
There are many aspects of this matter which are questionable in the extreme – for
example, the main beneficiaries of the award are the Executive Chairman, Richard
Parris and his wife (who is also a senior executive in the company).
In our view, the LTIP award demonstrates both the problems with having board directors
set their own pay and the poor corporate governance of AIM companies. It is a very
good example of what needs to be changed if the interests of shareholders and the
wider community are not to be undermined by decisions made by board directors that
appear to be mainly in their personal interests rather than the company’s.
Shareholder Action Group Formed
ShareSoc intends to garner more support on this issue over the coming months with
a view to a further challenge to the board at a forthcoming General Meeting. Any
shareholders in Intercede who wish to join our group should contact us.
Although the directors and Mr Parris may see our campaign as a distraction, we suggest
that they only have themselves to blame for not responding to shareholders’ concerns
that have been expressed over many months. We have given them some suggestions about
how shareholders’ concerns might be assuaged, but they have been ignored. Shareholders
are not going to accept remuneration schemes in the current economic climate that
pay out substantial sums to executive teams for no good reason.
A note that explains the issues in more detail, and provides more background, is
present in this pdf document: Intercede Note .
One issue at this company is that Richard Parris has claimed he is underpaid. This
article has been published on the ShareSoc Blog and tends to refute that suggestion:
This note was issued on the 12th June 2012 to comment on the Preliminary Results
ShareSoc recommends VOTING AGAINST the re-election of the three non-executive directors
at the AGM on the 26th September. This note gives the reasons why: Update_4
U-Turn on LTIP
On the 21st August Intercede announced that the LTIP conditions were being substantially
revised. The e.p.s. Performance target has been replaced by one solely based on share
price, the vesting conditions changed and the option price effectively raised if
an offer is made for the company. We issued the following Press Release welcoming
these changes soon after: Press033. The ShareSoc campaign has obviously been successful
in obtaining some changes.
AGM Report - substantial votes against all the non-executives
A brief report on the Annual General Meeting of Intercede on the 26th September 2012
is given in this document: Update_5
On the 1st Feb 2013, Intercede issued a profit warning. Essentially it said orders
were being deferred, and hence revenues will be flat and profits non existent for
the current year. ShareSoc issued this note on the subject: Update_6
Annual Results and AGM Voting Recommendations
On the 21st June 2013, this note was issued commenting on the annual financial results
and giving voting recommendations for the Annual General Meeting: Update_7. It is
unlikely we will make further comments on this company unless more substantial news
arises in future.
Latest News. Further news on this campaign will be posted here as it arises.
Please do support the campaign and obtain further information by registering as a
member of the Shareholder Action Group - you can use the form available on the right
hand side of this page or call 020-8467-2686 now if you have any questions.
WORDS AND ACTION
Actions speak louder than words. You need to take action if matters are to change.
So please support this campaign.
HAVE A PROBLEM?
Go to the Contact page if you have concerns about any other company in which you
are a shareholder.
As a minimum we will give you advice on how it can be progressed.
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