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.

Guidance for UK Boards on Stakeholders

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 ...

Abcam, Voting and Non-Executives

I am a long-standing holder of Abcam (ABC) and have been very happy with my investment – a compound annual return of 33% p.a. since I first purchased the shares in 2006 according to ShareScope. But the notice of this year’s AGM (to be held in Cambridge as normal) has made me unhappy for other reasons. Firstly, I tried to vote. Rather than use the paper proxy voting form (I am on the register so I get one) I thought it would ...

Dual class share structures: threat or opportunity?

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

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 ...

Sophos, Interquest and Government Policy

Yesterday I missed the Sophos (SOPH) AGM due to having a clashing engagement, but I noticed that in the announcement of the voting results that there were substantial votes against the Remuneration Report (29.8% against) and also high votes against most of the directors. One only needs to glance at the Remuneration Policy to see why. The maximum bonus opportunity is 200% of salary, and the maximum LTIP award is 500% of salary in normal circumstances and up to 750% in exceptional ...

Another Fat Cat Payoff at Hunting

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!

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 ...

FT Article on Small Investor Voting

On 25th August in the FTMoney supplement, FT writer Aime Williams explained how small investors could influence companies. But unfortunately some points may have misled readers. I have sent Aime the following communication: I read your article entitled “Small investors stand up and be counted” in this weekend’s FT with interest. It is good that the article shows how private investors can have an impact on companies, and it will no doubt encourage people to attend AGMs. But the comments from Richard Stone ...

Telit: Warning Signs in the Remuneration Report

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 ...

The Internet of Things – Telit and Tern

The Internet of Things – Telit and Tern Please note that views expressed in this article are those of the author and do not necessarily  represent those of ShareSoc. Most investors in AIM will have noted the unfolding news at Telit Communications (TCM) last week. It has culminated today with an announcement from the company that CEO Oozi Cats (a.k.a. Uzi Katz) has resigned after an independent review did indeed find that he was the subject of a US indictment 25 years ago ...