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.

(BEIS) Parliament Committee Report on executive pay is highly critical of companies and fund managers

By Cliff Weight, ShareSoc Director My comments on this report of the Business, Energy and Industrial Strategy (BEIS) Parliamentary Committee, published 26 March 2019, are: This report very much endorses ShareSoc’s view that pay in FTSE 100 companies is too high, and probably most companies could recruit good executives for half the current rates of remuneration. We published our views in 2016 see ShareSoc’s remuneration guidelines see https://www.sharesoc.org/wp-content/uploads/2016/05/ShareSoc-Remuneration-Guidelines-Large-companies-2016.06.07-.pdf . We were ahead of the curve and it is good to see others ...

Lloyds Bank – Recommendation to vote against the Remuneration Report

I recommend shareholders vote against the Remuneration Report at the Lloyds AGM on 16 May 2019, because the proposal to pay the CEO a pension allowance of 33% of salary has attracted huge negative publicity. It has become a significant distraction and has negatively impacted the brand. The HBSC CEO accepted a reduction in his pension from 35% to 10% of salary. Antonio Horta-Osorio should have accepted the same, i.e. a 10% pension. The difference would be £293,000 year, but this is ...

Invitation to Meet with Royal Mail, April 8th 15.30pm

Following the Royal Mail's AGM in 2018, at which 70% of shareholders rejected the Director's Remuneration Report, the Royal Mail are embarking on a series of consultative meetings with major shareholders and shareholders' representatives to discuss their concerns. Such a meeting has been called specifically for representatives of UK Shareholders Association and ShareSoc and will be held at the Royal Mail's premises at Victoria Embankment London on April 8th and attended by Orna Ni-Chionna, NED and Chair of the Remuneration Committee; Julia ...

AIM & remuneration disclosure: still room for improvement

Some of the problems and opportunities in AIM companies were highlighted in a recent blog by Minerva Analytics which I am reproducing with their permission below, writes Cliff Weight, ShareSoc Director. Unlike their main market peers, AIM companies are not obliged to follow the detailed legislation surrounding executive pay practice. After AIM Rule 26 was changed in March 2018, they now just have to disclose which governance code they follow. For many, that will be the QCA Governance Code. While cynics often suggest ...

Interserve Administration: I am very angry!

I attended Interserve's General Meeting today and I am... ...angry with major shareholders, who didn't hold the board to account and couldn't be bothered to speak or vote today. ...angry with former board members who, in my opinion, did not properly exercise their corporate governance responsibilities. ...and angry with former executives who drove the Interserve ship onto the rocks... and were still well-rewarded. In short, a massive failure of corporate governance and corporate stewardship. Those responsible should hang their heads in shame. Government should consider ...

FRC Revolution to Fix Audit and Accounting Problems

A major announcement that will impact investors was made yesterday by the Government. You may not have noticed it in the midst of political turmoil, but it’s worth studying. The Kingman review of the Financial Reporting Council (FRC) was published last December. It was a quite damning criticism of many aspects of the current regulatory regime that had resulted in so many audit failures and poor-quality financial reporting. See my previous blog post on this subject here: https://roliscon.blog/2018/12/18/all-change-in-the-audit-world/ There are few experienced investors ...

Inconvenient AGM at Phoenix, Changes to “Going Concern” and GoCompare

I have been advised that life insurance and pension consolidator Phoenix Group (PHNX), a FTSE 250 company, is holding this year’s AGM in Edinburgh at 9.00 am. That’s a damn inconvenient time and location for most investors. Previous general meetings have been held in London where their registered office is located, although I am told that only one director and no shareholders turned up for the 2018 AGM. This is the explanation given by the company for the latest venue in the ...

Plus500: Buybacks, Fat Cat Pay and Profits Warning

Superstar share Plus500 has plummeted back to Earth. This super stock rose from a price of £3.14 5 years ago (14 Feb 2014) to a high of £20.76 and following a profits warning has dropped to £10.88 today 13 Feb 2019. Tom Winnifrith has commented on this company and the dangers of investing in companies where 80% of their customers lose money. I agree with him, this cannot be a recipe for long term success. But are the directors stupid or have they ...

RBS General Meeting: You Decide!

I have today published two posts on ShareSoc's blog, expressing different opinions on RBS's proposed resolution to buy back shares from HM Treasury. One from our chairman and another from senior ShareSoc member Roger Lawson. Firstly, the facts. You can find full details of the General Meeting and proposal here: https://investors.rbs.com/shareholder-centre/shareholder-meetings.aspx. If you are a shareholder you should study the circular available from that webpage before deciding how to vote. ShareSoc encourages its members to make their own minds up on matters such as ...

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 ...