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.

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 2109, 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 years AGM on 28 Aug 2109, 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 auditor 2,147,140 2,751,352 26,649 8. Authorise directors ...

Burford – Illegal Market Manipulation?

Burford Capital (BUR) have issued an announcement that makes a number of allegations about the events surrounding the recent shorting attack on the company involving Muddy Waters. It includes: Spoofing and layering to move the share price, e.g. putting in numerous share sales on the order book and cancelling them before they can be filled. That includes numerous such transactions just before Muddy Waters issued a tweet giving Burford as the target, and as that tweet was delayed only Muddy Waters ...

Woodford, FCA, Asset Management

Today the FT reveals that the FCA have launched an investigation in the Woodford Equity Income Fund. Last night in the Evening Standard, Anthony Hilton estimated that only about 200,000 people were invested in Woodford funds, and added "so why all the fuss". I think it is about trust. Most people in the UK do not trust business. For example, it does not help public levels of trust when Woodford takes a £36m dividend (from Woodford Investment Management Limited year end March 2018 ...

VCT Investor Group – Ventus & Ventus 2 VCT Shareholder Resolutions

Examples of egregious fee structures and of passive directors are to be found in many VCTs (Venture Capital Trusts). ShareSoc and its members campaign to try to rein in the worst offenders, see https://www.sharesoc.org/campaigns/vct-investors-group/ Our principal objectives are: To provide best practice guidelines on management fees, performance fees, directors’ tenure and independence. To provide advice for investors on specific VCTs by Identifying existing holders willing to work with others to share knowledge, to identify areas of concern and to make ...

Worldwide Healthcare Trust and Investor Voting

I recently received the Annual Report of Worldwide Healthcare Trust (WWH). This is one of those companies that has stopped sending out proxy voting forms for their AGM. The Registrar is Link Asset Services who seem to be making it as difficult as possible for shareholders on the register to vote. You either have to contact them to request a proxy voting form, or register for their on-line portal. I don’t want to register (and the last time I tried it ...

JESC and WPCT – Much in Common

Last week I received the Annual Report of JP Morgan European Smaller Companies Trust (JESC) which I have held since 2012. It has a good long-term performance but last year was disappointing. Net asset value return of minus 7.5% which is worse than their benchmark of minus 3.6%. The share price did even worse and it is now on a discount to NAV of nearly 15% as the discount has widened. The under-performance was attributed to poor stock selection. The Chairman, Carolan ...

Paying Illegal Dividends, Burford Capital, Woodford Patient Capital Trust and Zero Carbon Objective

A group of investors including Sarasin, Legal & General, Hermes and the UK Shareholders Association (UKSA) has written to Sir Donald Brydon who is undertaking a review of the audit market. They have yet again raised the question of whether the International Financial Accounting Standards (IFRS) are consistent with UK company law. In particular they question whether profits are sometimes being recognised, thus allowing the payment of illegal dividends. The particular issue is whether profits can arise on certain transactions under ...

Broker Charges, Proven VCT Performance Fee and LoopUp Seminar

The Share Centre are the latest stockbroker to increase their fees. The monthly fee for an ISA account is going up by 4.2% to £5.00 per month with increases on ordinary share accounts and SIPPs also. This is the latest of a number of fee increases among stockbrokers and retail investor platforms. The Share Centre blame the required investment in technology development and “an increasing burden of financial regulation”. The latter is undoubtedly the result of such regulations as MIFID II ...

Accesso Technology AGM Report

I attended the Annual General Meeting of Accesso Technology (ACSO) this morning (21st May) at their offices west of London. With a 10.00 am start time there were only about ten ordinary shareholders there. This company provides ticketing and queuing systems for theme parks and other visitor attractions. It had a great share price performance under the management of former CEO and then Executive Chairman Tom Burnet (who is still on the board as a non-exec director) until October 2018 when the ...