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.

Round up on recent FRC and FCA developments

Post Date: November 14, 2017

Our event at the FRC on 21 November, when the FRC will explain what they do and listen to members’ feedback, is a sellout and we are now operating a waiting list. Below is a roundup of recent FRC and FCA developments, to inform attendees and help guide questioning. FRC says corporate reporting could still be improved In its annual review of corporate reporting, the FRC said disclosures by large listed UK companies are generally good but detailed explanations and clarity could still ...

City of London Group – exemplary transparency, exemplary culture

Post Date: October 29, 2017

DISCLOSURE - I hold shares in CLIG and you should consider my comments in that light and with appropriate scepticism – DYOR! On 23rd October I attended CLIG's AGM and Investor Afternoon. These were well advertised, at convenient times and locations and open to all investors - as ShareSoc encourages all businesses to do. Roger Lawson and UKSA's Gerald Roberts joined me at the AGM, and Gerald for the Investor afternoon. A key issue which I raised at the AGM was succession planning, ...

Rbs Snub to Chris Philp MP and Next Steps

Post Date: October 21, 2017

Gavin Palmer was at the Tory Party Conference and in discussion with Chris Philp, MP, where it emerged that Chris had written three times to RBS asking Sir Howard Davies, RBS Chairman why they were objecting to our shareholder resolution for a Shareholder Committee. Regular readers will be aware that it was Chris who wrote an excellent paper covering Shareholder Committees in September 2016 which received wide publicity. See http://highpaycentre.org/files/HPC_42_WEB_amend_-_Restoring_Responsible_Ownership.pdf Despite Chris’ best efforts, RBS rebuffed his questions and refused to share their legal ...

Guidance for UK Boards on Stakeholders

Post Date: October 11, 2017

Review and commentary by Cliff Weight ICSA: The Governance Institute and The Investment Association (IA) have launched guidance to help UK company boards ensure they understand and weigh up the interests of their stakeholders when making strategic decisions. Commentary: My view is • They have recommended 10 principles. Principle number 9 is important -“The board should report to its shareholders on how it has taken the impact on key stakeholders into account when making decisions.” - The Government will introduce legislation to this effect ...

Dual class share structures: threat or opportunity?

Post Date: September 26, 2017

I was interested to read this article in the FT today. It reports that the Hong Kong stock exchange is once more contemplating whether to permit listed companies to have dual class share structures. The exchange has considered this topic several times previously and has historically rejected it and not permitted such structures. In the UK, there isn't an absolute ban but the practice is deprecated and very few companies have such structures, Schroders (SDR/SDRC) being a notable exception. OTOH in ...

Foresight 4 VCT – Big Changes Needed at the AGM

Post Date: September 10, 2017

ShareSoc recommends that shareholders vote against the re-election of Raymond Abbott and Michael Gray and against the re-appointment of KPMG. (NOTE: If you have already voted in favour, its not too late to change your vote and resend your proxies. Additional form(s) of proxy may be obtained by contacting Computershare Investor Services plc on 0870 703 6385.) BACKGROUND OF FAILURE Foresight 4 VCT has a litany of past failures in investment performance and corporate governance. It made major £30m errors in several reserves in its accounts ...

Another Fat Cat Payoff at Hunting

Post Date: September 1, 2017

On 7th April, Hunting announced the retirement of CEO Dennis Proctor: https://www.investegate.co.uk/hunting-plc--htg-/rns/retirement-of-dennis-proctor-as-chief-executive/201704070700088531B/ This follows a very difficult period for the company and its shareholders, as it suffers from sharp cutbacks in CAPEX by the oil & gas industry. I was shocked to read this today: https://www.investegate.co.uk/hunting-plc--htg-/rns/directorate-change-and-remuneration-disclosure/201709010700054964P/ A payment of US$1,688,350 will shortly be made to Mr Proctor which includes US$785,600 related to his service contract obligations with the balance reflecting a settlement in connection with the cessation of employment. (in addition to which Proctor retains ...

Vested Interests Win a Battle… but We Will Win the War!

Post Date: August 30, 2017

In a speech made in 2016, Theresa May said: ...And I want to see changes in the way that big business is governed. The people who run big businesses are supposed to be accountable to outsiders, to non-executive directors, who are supposed to ask the difficult questions, think about the long-term and defend the interests of shareholders. In practice, they are drawn from the same, narrow social and professional circles as the executive team and – as we have seen time and ...

Telit: Warning Signs in the Remuneration Report

Post Date: August 14, 2017

Today the CEO, Cats, has left Telit. Trust between shareholders and the company is fundamental. Cats lied to the company and the company failed to disclose relevant information to its shareholders. Cats was paid $3.37 million in 2016 made up of $1.63m salary and bonus of $1.74m. ShareSoc remuneration guidelines suggest £300k to £500k as a guideline for a company of this size c £250 million turnover. Cats owned 16 million shares and also has share options. So, such a large pay package ...

Fusionex – Another AIM Company Disappears into the Night

Post Date: May 30, 2017

In an announcement late Friday afternoon, after market close and just before the long weekend, AIM listed Fusionex announced that it will seek to delist from the AIM market. It’s not clear why this is good for private investors, the company is profitable and has no need to raise funds. The RNS says that a meeting will take place in Malaysia on 15 June to vote on the matter, and that all of the Directors representing 41.93% of shares are in ...

RBS Potential Settlement: Where’s the Justice?

Post Date: May 28, 2017

It seems that the major players in the RBS Action Group have accepted the latest RBS offer. See http://files.constantcontact.com/2fe662f5101/de78446f-b327-4d5e-9eee-5fcd584c7e8c.pdf This has, in effect, enabled RBS to bully the small individual shareholders into also accepting the settlement. I say “bully” because RBS are threatening anyone who pursues the case to risk having costs awarded against them. So now the case will be settled. No-one will be found guilty. RBS will pay out £800 million (of shareholders’ money) to a group of its shareholders without ...

A tale of three AGMs

Post Date: May 17, 2017

by Cliff Weight Last week I went to 3 AGMs. Aviva on Wednesday, 10 May in London and then Lloyds in the morning of the 11th and RBS in the afternoon, both in Edinburgh. Aviva was very well attended with about 600 people in the Queen Elizabeth Centre. There were plenty of displays of the Aviva products, lots of staff to explain them and deal with any customer issues or complaints. There were also stands explaining the business (noticeable by its absence was ...

Corporate Governance

Corporate Governance News

Become a free Associate ShareSoc member