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.

Why should nominee operators have rights?

Following a meeting at the BIS Department where I discussed the issues associated with Part 9 of the Companies Act, and our suggestion that all shareholders (including those in nominee accounts) be on the share register of companies, I had some further thoughts on this subject. On reflection it seems very odd to me that nominee operators (i.e. your stockbroker) have the rights endowed by the Companies Act on shareholders. Investors in nominee accounts have no such rights (voting rights, information rights, ...

Shareholder rights – the way forward

The Investors Chronicle published a five page article on Friday (7/11/2014) on the campaign for improved shareholder rights under the title "Take Control". The writer Julia Bradshaw gave a good overview of the position of voting and information rights in the UK in comparison with other countries - yes we are way behind most of them - and the activities of representative shareholder associations. The legal risks of holding shares in nominee accounts and why anyone who understands the intricacies of ...

Shareholder Rights campaign launched

Last week ShareSoc launched a campaign to improve shareholder rights with a meeting in London. It focussed on the problems associated with nominee accounts and the adopted legal requirement to replace paper share certificates with an electronic system in a few years time. There was an impressive line-up of speakers at the meeting which included John Kay (author of the Kay Review and FT writer), Michael Kempe from Capita representing the ICSA Registrars Group, Peter Swabey from ICSA, John Lee (Lord Lee ...

The Tesco Board – fit for purpose?

There was a very good article in the Financial Times today by Luke Johnson. It covers the problems at Tesco and suggests that "the stewardship at Tesco has been woeful".  A particular focus is on the experience of board members, of which only one is executive (recently appointed Dave Lewis). It says "Like every single other director on the main board, he has no executive experience as a retailer whatsoever". Luke suggests they might have a wide and impressive set of ...

Diageo AGM and Scottish Independence Postscript

Yesterday I attended the Annual General Meeting of Diageo Plc. Being the day of the Scottish Independence vote, there were some questions on that issue for the board, but all the CEO said was that you can be assured we will fiercely fight for free trade, currency stability and no more tax and regulation. The Chairman said it was for the people of Scotland to decide, even though Diageo is headquartered in Scotland. You know the outcome by now and I ...

Guaranteed Rights for All Shareholders – Campaign Launch Meeting

On the 14th October 2014 ShareSoc is launching a campaign to give full rights to ALL shareholders. At present most private investors purchase shares in nominee accounts. With a very few exceptions this means that they have no automatic rights to vote, to attend General Meetings of companies or even receive information on the affairs of the company. Investors in public companies have been disenfranchised and their rights undermined. The meeting on the 14th October 2014 will explain how and why this situation ...

Berkeley Group and British Country Inns

I attended the Annual General Meeting of housebuilders Berkeley Group today. Lots of questions from shareholders this year (apparently there were none last year), and a request for there to be a presentation in future. That I supported as it is also ShareSoc's policy.  A full report is also available to full members. Some of the comments from Chairman Tony Pidgeley were most interesting. It included his solution to how to solve the housing crisis in London and the South East, but ...

New boards elected at Oxford Technology VCTs

Today all four of the Oxford Technology VCTs held their Annual General Meetings. The meetings were well attended as Oxford Technology VCT (OXT) and Oxford Technology 3 VCT (OTT) previously had their VCT status withdrawn by HMRC, although this has now been temporarily "set aside" while an appeal is processed. ShareSoc formed a "Shareholder Action Group" with a committee of interested shareholders to make representations on this matter and protect their interests. We also pushed for changes to the corporate governance of these ...

Outrage in the Cayman Islands

There is reportedly outrage in the Cayman Islands after they were included in a list of "high risk jurisdictions" by the Financial Conduct Authority (FCA). The Islands Government has expressed "great consternation" at its inclusion in the list, which only became public after a Freedom of Information Act request for the list. But anyone familiar with publicly listed companies that were or are registered in the Cayman Islands might not be that surprised. The Cayman Islands was a favourite location for companies ...

AIM and other regulatory changes

Effective from the 11th August, there are additional requirements under AIM Rule 26. Rule 26 covers what information is required to be published on a company's web site - for example the listing prospectus and last Annual Report. In future a company must disclose what corporate governance code the company is using, or not as the case may be. Currently AIM companies often refer to the Quoted Companies Alliance (QCA) Corporate Governance Code for Small and Mid-Size Quoted Companies, some use ...