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.

Fenner AGM Requisition. Why Is It Not a Good Idea?

Fenner Plc (FENR) are the subject of a requisition of a resolution to appoint another director at their forthcoming Annual General Meeting on 11th January. ShareSoc is particularly interested in requisitioned resolutions at present because we are trying to get one added to the Royal Bank of Scotland AGM (see www.sharesoc.org/campaigns/rbs/). In the case of Fenner, activist Swiss investor Teleios Capital Partners have put forward the requisition, with the support of a number of other investors. Teleios hold over 5% and have ...

Shareholder Rights Directive Agreed – But It’s Still Defective

There has been agreement within the EU on the final form of the Shareholder Rights Directive. What follows is the press release issued by Better Finance (a body that represents individual investors across the EU and of which ShareSoc is a Member). PRESS RELEASE PRESIDENCY AND PARLIAMENT AGREE ON REVIEW OF SHAREHOLDERS RIGHTS DIRECTIVE: LIMITED IMPROVEMENTS FOR SHAREHOLDERS 14 December 2016 - On 9 December 2016 the EU presidency and the EU Parliament agreed on the final version of the new Shareholders ...

IDOX and Prejudicial Placings

One of the things that private investors hate is placings made by companies to raise money in which they cannot participate. In other words, the issuance of shares that dilutes your interest in the company when it is not a rights issue and there is no "open offer" alongside. Sometimes those placings are done at a price which is a considerable discount to the open market share price, thus enabling institutional investors to pick up shares at a big discount to ...

Campaign to Obtain Shareholder Committee at RBS

This note has been issued by ShareSoc to its Members (but anyone can join in to support the campaign): ShareSoc has advocated the implementation of Shareholder Committees since our...

Berkeley Group Interims, and Pay

House builder Berkeley Group issued their Interim Results this morning (2/12/2016). It was generally positive about the future so the share price has perked up somewhat today. But the...

Blancco Technology Group and Corporate Governance

I attended the AGM of Blancco Technology Group (BLTG) yesterday (29/11/2016). The Government announced a review of Corporate Governance yesterday but is it not surprising that companies cannot get...

ShareSoc Welcomes Corporate Governance Review

ShareSoc has issued the following Press Release: ShareSoc (the UK Individual Shareholders Society) welcomes the Government's announcement today of a review of Corporate Governance in both public and larger private companies. It is good to see that the Green Paper both discusses the problems of executive pay and the influence of stakeholders other than shareholders on businesses while setting out a number of options for further reform. As regards director pay, the document makes clear that despite more obligations on companies on ...

Inconvenient AGM Times – Proactis

Yet another example of an inconvenient date/time for an AGM is Proactis Holdings (PHD) - see previous blog posts covering the same issue at Dunelm and DX Group. Proactis have called their Annual General Meeting for 9.30 am on the 19th December in Wetherby (Yorkshire). That is a Monday morning of the week before Christmas to begin with, and the time makes it very difficult for most investors to make it without staying overnight. Wetherby may be an acceptable location, but a time ...

ShareSoc Highlights Investor Concerns to Select Committee

ShareSoc (the UK Individual Shareholders Society) was asked to give evidence to the Business, Energy, Innovation and Skills (BEIS) Select Committee Inquiry on Corporate Governance. Cliff Weight represented ShareSoc at the inquiry on the 23rd November. You can watch the session in which he appears by clicking on this link (Cliff appears in the second half of the session): http://parliamentlive.tv/Event/Index/053aad45-73c6-43e4-9d36-fd43c3850b60 Here is a summary of some of the points he and other witnesses made: Cliff indicated that individual shareholders are under-represented: The views of ...

FRC Lab Report on Business Model Disclosure

Do you ever have difficulty understanding how a company really makes its money? If so it's worth noting that the Financial Reporting Council (FRC) have recently published a report on the work of their "Lab" into Business Model Reporting which may be of interest. ShareSoc participated in the work of this Lab where various stakeholders discussed what improvements were necessary. To quote from the FRC's press release, the Lab found: Business model information is fundamental to investors’ analysis and understanding of a company ...

More Power Requested for Ultimate Investors

ShareSoc has issued a press release noting our submission to the Parliament BIS Committee Inquiry into Corporate Governance. It requests more power for ultimate investors. Here is a brief summary of the contents (the press release includes a link to our full submission). We suggest that the goal should be to get more power back to the ultimate investors. This can be achieved by: - Ensuring that individual shareholders can exercise their rights, even if their shares are held in nominee accounts. - Providing ...

Pay and the Attitude of Institutional Investors

An article in the Financial Times on Friday (30/9/2016) focussed on the resistance of business to Theresa May's "responsible capitalism". Although the article acknowledged the need for change, for example in the area of director remuneration. Lots of practical problems were raised - for example how to select suitable worker representatives for boards in international companies. But the really revealing comment was this one from Paul Lee, Head of Corporate Governance at Aberdeen Asset Management. He was quoted as saying: "If ...

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