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 Consultation on Insolvency and Corporate Governance

We have submitted jointly with the UK Shareholders Association our response to the consultation on Insolvency and Corporate Governance. The response was written by  Cliff Weight - Director, UK Individual Shareholders Society (ShareSoc) and Peter Parry - Policy Director, UK Shareholders' Association. Click here to read it.

Should Trust Managers Attempt to Unseat the Board in a Dispute over Fees?

Investment trust directors should be independent of the manager. But sometimes the latter appear to think otherwise. Such is the case at Invesco Perpetual Enhanced Income Ltd (IPE), an investment company that invests in high yield bonds and other assets. It is managed by Invesco Perpetual. The latter have resigned as fund manager after a dispute over fees it is alleged. They have now also requisitioned a general meeting of the company to remove the trust’s Chairman, Donald Adamson, and director ...

Aviva Preference Shares: Write to your MP!

Please write to your MP requesting that a Parliamentary Select Committee investigate Aviva’s action. The Financial Times published a joint letter from Peter Parry of UKSA and Cliff Weight of ShareSoc, highlighting our concerns. The suggested wording of a letter/email to your MP is as follows "Dear xxxx, A Parliamentary Select Committee should investigate Aviva’s actions which have sullied the reputation of the London Stock Exchange and may cause financial losses running into billions for many individuals. The issues are highlighted in a joint ...

RBS, Shareholder Committees, LTIPs and Weir

It is good news that the Royal Bank of Scotland (RBS) have accepted a requisition for a resolution on a Shareholder Committee at their forthcoming AGM. ShareSoc and UKSA, who jointly promoted this under the leadership of Cliff Weight have issued a press release confirming the resolution has finally been accepted after some legal evasions to try and avoid it. Shareholder Committees are a way to improve corporate governance at companies and ensure that the views of shareholders (and potentially other stakeholders) ...

Conviviality

It is a great name for a bar, but is a fancy name good for a quoted conglomerate plc? The shares were suspended on 14 March. The FCA and FRC need to look at this and asset managers need to think again why they missed the warning signs! Shares in the wholesaler and distributor of alcohol and impulse are now suspended as it considers the anticipated impact on its funding position of £30m due to HMRC. This business has looked questionable since ...

Black Box Governance Thinking

Yet another board blows up. Why does this happen time and time again? The problem, in my experience, is one of boardroom culture.  With some directors being so set in their ways, they are unable to learn from their mistakes. These issues are brilliantly explained by Matthew Syed in his book, Black Box Thinking. Syed explains why Most People Never Learn from Their Mistakes–But Some Do. Nobody wants to fail. But in highly complex organisations, success can happen only when we confront our ...

Audit Quality and the Caparo Judgement

There was a very good letter from Guy Jubb and Mark Solomon on the subject of the Caparo legal judgement in the Financial Times yesterday (6/2/2018). It was headlined “It is time the curse of Caparo was broken”. Here is some of what it said:  ….the joint inquiry into Carillion by the parliamentary Work and Pensions Committee, and Business, Energy and Industrial Strategy Committee, must examine closely the little-known consequences of the Caparo judgment (Caparo Industries plc v Dickman [1990] 2 AC ...

Quindell and Carillion

The Financial Reporting Council (FRC) have announced that they have fined audit firm Arrandco (formerly RSM Tenon) £750,000 and the Audit Partner Jeremy Filley £56,000 in relation to the audit of the financial statements of Quindell for the 2011 accounts. They also “reprimanded” both parties and Tenon had to pay £90,000 in costs. Both parties admitted liability. Two of their errors were a “failure to obtain sufficient appropriate audit evidence and failure to exercise sufficient professional scepticism”. In other words, quite ...

Government To Review Share Buy-Backs

The BEIS Department of the Government has announced a review of share buy-backs. That’s where the company buys its own shares in the market, a practice that used to be illegal but is now very widespread. Business Secretary Greg Clark said: “…there are concerns that some companies may be trying to artificially inflate executive pay by buying back their own shares. This review will examine how share buyback schemes are used and whether any action is required to prevent them from being ...

RBS Campaign Update 9 – Progress as at 13/12/2017

If you have not yet joined the campaign you can still do so, please click here to download the forms https://www.sharesoc.org/rbs-agm-2018-requisitions/ . EMAIL 1 sent out on 24 Nov 2017 and 80 new campaign members recruited. Resolution and Request for discussion finalised. Click here to see them. EMAIL 2 sent out on 9 Dec 2017 to all campaign members asking them to sign the forms and return them to us. 30 received so far. We need at least 100 ...