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.

ShareSoc Launches EDGE Performance VCT Campaign

ShareSoc has launched a campaign to improve the performance of Edge Performance VCT Plc (consisting of H and I share classes) and reduce the fees charged by its investment manager, Edge Investments Limited. We are seeking shareholders to: collectively work together to persuade the incumbent directors to make various changes, vote to appoint new directors, vote against various resolutions at the upcoming General Meeting in February 2020. In addition, we seek to persuade Edge Performance VCT to agree a better deal with ...

Brydon Audit Review and FRC Update

Readers probably don’t need to be reminded of the poor reputation of auditors and accountants. The announcement yesterday from Staffline Group (STAF) reiterates the point. They note the latest analysis indicates that 2018 profits were overstated by about £4 million. The CFO, Mike Watts, has left with immediate effect. Sir Donald Brydon has published his review of the audit market and makes recommendations for significant changes. This is what he says in a preface: “The quality and effectiveness of audit has become an ...

Northern VCTs and Mercia

The 3 Northern VCTs (Northern Venture Trust, Northern 2 VCT and Northern 3 VCT) are proposing to novate their management agreements with NVM Private Equity LLP in favour of Mercia Asset Management. I looked at the NVM Private Equity LLP accounts and they show turnover of £12.5 million whereas the Mercia RNS says the bit they are buying has £7.5 million turnover (and £270 million AUM), but there is no explanation of the difference in the RNS. However, a little hunting on the ...

Retail Shareholder Participation in Voting – US study

Cliff Weight, ShareSoc Director reviews Retail Shareholder Participation in the Proxy Process: Monitoring, Engagement, and Voting: Working Paper N° 637/2019 November 2019: By Alon Brav, Matthew D. Cain, Jonathon Zytnick This is a US study on US retail shareholders. Those with a statistical bent and a love of algebra will find the study fascinating and enjoyable. Others may find it less so! However, it does have important conclusions, which I summarise below. I think we can extrapolate that these conclusions probably also apply to ...

General Meeting Requisition at Allied Minds

Crystal Amber Fund (CRS) have requisitioned a General Meeting at Allied Minds (ALM). Allied Minds is an investment company that invests in technology and life science businesses such as university spin-outs focused on the USA. Crystal Amber aim to remove most of the board of Allied Minds and appoint two new directors. They claim the board has not acted in the best interests of shareholders with excessive HQ costs, insufficient excess cash distribution to shareholders and failure to deal with the excessive ...

One in 10 investment trust board directors have no ‘skin in the game’

By Cliff Weight, ShareSoc Director The new remuneration guidelines from the Investment Association have this to say about Share Ownership: Non-Executive Shareholding Shareholders encourage non-executive directors to own shares in the company. Chairs and non- executives may receive part of their fees in shares bought at the market price. However, shareholders consider it inappropriate for chairs and independent directors to receive incentive awards geared to the share price or corporate performance. I support this guideline but also suggest Chairs and NEDS, with inadequate ...

Mello Event, ProVen and ShareSoc Seminars and Lots More News

It’s been a busy last two days for me with several events attended. The first was on Tuesday when I attended the Mello London event in Chiswick. It was clearly a popular event with attendance up on the previous year. I spoke on Business Perspective Investing and my talk was well attended with an interesting discussion on Burford Capital which I used as an example of a company that fails a lot of my check list rules and hence I have ...

City of London IT, Equals Interims, Paypoint CEO, Downing One VCT and Parliamentary Pandemonium

Having been away on holiday in the North of England last week, this is a catch up on news that impacted my portfolio. I received the Annual Report for City of London Investment Trust (CTY) which is one of my most boring holdings. This is large cap equity growth/income trust managed for many years by Job Curtis and I have held since 2011 – it seems longer. Total return last year was 2.7% which beat most of the comparable indices. But a ...

JD Wetherspoon Results and Directors Reappointed at Edge Performance VCT

JD Wetherspoon (JDW) published their results for the year on Friday (13/9/2019). The revenue figures were very positive with like-for-like sales up 6.8%, overall revenue up 7.4% and earnings...

EDGE – Another VCT Problem Case

At this years AGM on 28 Aug 2019, 3 directors were voted out, Sir Robin Miller, Lord Flight and David Glick. ShareSoc has been critical of this VCT for some time, see https://www.sharesoc.org/blog/vcts/edge-performance-vct-the-worst-show-on-earth/ https://www.sharesoc.org/blog/vcts/edge-vct-trick-treat-pair-rnss/ https://www.sharesoc.org/agm-reports/edge-performance-vct/ https://www.sharesoc.org/blog/company-news//a-couple-of-problem-vcts-foresight-4-and-edge-performance/ Shareholder dissent continued and at this year's AGM on 28 Aug 2019, 3 directors were voted out, Sir Robin Miller, Lord Flight and David Glick and various other motions were defeated. Proxy votes cast were as follows: Resolution For Against Withheld 2. Approve directors' remuneration report 1,770,628 3,106,545 47,968 3. Re-elect Sir Robin Miller 1,725,784 3,140,268 59,089 4. Re-elect Lord Flight 1,659,996 3,206,056 59,089 5. Re-elect David Glick 1,715,071 3,183,421 26,649 6. Re-appoint Grant Thornton UK LLP as ...