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.

Pre-Emption Resolutions Likely to Change

Pre-Emption rights are a very positive feature of the UK stock market scene. They prevent companies from issuing shares without existing shareholder consent, except to a limited extent. That avoids excessive dilution without your consent. The Pre-Emption Group sets the guidelines for this voluntary system which generally means that for larger companies 5% is the limit without getting a shareholder vote in favour. A resolution to cover this for the next year is on most AGM agendas. The Pre-Emption Group have ...

ShareSoc slams LSE over AIM failures

ShareSoc slams London Stock Exchange over AIM failures - that was the title of a press release which ShareSoc has issued after the LSE Group's AGM which was held today - see https://www.sharesoc.org/pr76lseaim.html ShareSoc Director Mark Bentley spoke at the AGM and suggested that "AIM is full of dubious businesses led by dubious people". He asked them to do something about it. Perhaps the merger with the German Deutsche Boerse will mean the introduction of a more disciplined approach to some of ...

Lakehouse – Corporate Governance is Not Just About Box Ticking

The affairs of Lakehouse where major investors Slater Investments and Steve Rawlings have requisitioned an EGM to remove and replace the non-executive directors has been covered in previous blog posts. Slater has now issued some explanation for the reasons which can be read here: http://www.investegate.co.uk/slater-investments/rns/egm-statement/201604010700107965T/ The board of Lakehouse criticised the three new directors proposed on the basis that they were not independent and hence that corporate governance rules were being broken. The requisitioners say though that "Corporate governance is not just ...

The Non-Financial Reporting Directive

While the debate over the EU and its bureaucracy is so topical, it's worth taking a look at the latest public consultation on an EU Directive that needs to be implemented into UK law. This goes under the snappy title of "The Non-Financial Reporting Directive". It's primarily about how companies report information to their investors and to the wider public on their strategy and operations - typically in their Annual Reports at present. There is already a requirement in UK company law to ...

After the Storm, at the High Pay Centre

I attended a seminar organised by the High Pay Centre last night on the new public company pay regulations introduced two years ago. Speakers were Vince Cable who lead those changes when he was in power, and Ben Chu of The Independent, with the former promoting his new book "After the Storm". Vince covered some past history and his current concerns. That included a comment that interest rates were now lower than they had ever been before - indeed since Babylonian times ...

Glencore Placing Attacked

In a previous blog post I said that Glencore's plans to cut its debt and strengthen its balance sheet by disposals and a new share issue were "just what the doctor ordered". But it turns out that the detail of the prescription was not to everyone's liking. Institutional fund managers have rightly deplored the fact that the equity issue was a "placing", i.e. not a rights issue that is subject to the normal pre-emption rules. In other words, existing shareholders were ...

Elliott Raises Stake in Alliance Trust

Elliott Advisors have raised their stake in Alliance Trust to 14%. After a battle before the last Annual General Meeting of Alliance, the company effectively conceded defeat by appointing two new non-executive directors as suggested by Elliott. But the issues raised by Elliott of a high share price discount to net asset value, and long-standing poor performance have not gone away – the discount currently stands at about 12%, much higher than most generalist investment trusts. Indeed many trusts are now ...

Corbynomics, Director Remuneration and Voting

The media is full of analyses of late of the impact of the new Labour front bench and the policies of the key players such as Shadow Chancellor John McDonnell and Business Secretary Angela Eagle. Mr McDonnell apparently advocates big increases in public spending, higher taxes on the wealthy, cancellation of the independence of the Bank of England and widespread nationalisations of energy companies and the railways. The Financial Times ran an editorial on 16/9/2015 suggesting that Mr McDonell's "cavalier disregard of ...

Telecom Plus and Camkids – Creative Accounting and Pay Issues

Telecom Plus (TEP) held their AGM yesterday (12/8/2015). The company provides a complete range of utility services - gas, electricity, broadband, fixed line and mobile phones via a "club" concept promoted by a network of self-employed (mainly part-time) distributors. They offer competitive pricing and an efficient operation (I am one of their customers as well as being a shareholder). The share price of this company has gone from near 800p up to well over 1800p and back down to below 800p ...

FT Acquisition, Toshiba, Diageo, Healthcare Locums, False Accounting, Chinese Companies, and AIM

The Financial Times is being sold by Pearson to Japanese media group Nikkei Group. The Chairman of Nikkei was quoted as saying it will be "business as usual" (in the FT of course) and that the "philosophy and values of the FT are the same as ours". Clearly they are still in the honeymoon period but let us hope that is true as the FT provides excellent factual news and commentary in general. Here's just some of the news they have ...