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.

Chrysalis – Vote NO at 26 November General Meeting

Shareholders are excluded from this GM and there is no pre-meeting webinar to discuss these highly contentious proposals to wind up the VCT and distribute any monies raised (less administration fees, including payments to the failing fund manager and some directors). Several members of the ShareSoc VCT Investor Group (including Tim Grattan, Mark Lauber, Roger Lawson and myself) met on 10 Nov to discuss Chrysalis' plans. Our conclusion was that shareholders should vote against these proposals for the following reasons: Chrysalis is ...

Is the FRC doing a good job?

By Cliff Weight, Director, ShareSoc. I think the FRC is doing a much better job. The record fine for Deloitte re Autonomy, (see Compliance Week: FRC fines Deloitte record $19.4M for Autonomy audit failures ) and the fines at Redcentric and Redcentric's auditors, and the prosecutions of former Redcentric directors in Southwark Crown Court are further evidence that things are changing. As is the transitioning from FRC into ARGA. But don't take my word for it. Come to the FRC events we have organised ...

Changing auditors’ responsibility for detecting fraud

by Mohammed Amin MBE FRSA MA FCA AMCT CTA (Fellow). This article was first published in UKSA’s Newsletter, The Private Investor, and is reproduced with the author’s permission. The Expectations Gap After almost every major corporate reporting failure, arguments arise about the "expectations gap". This is the gap between what shareholders, creditors, employees and journalists think that auditors should be doing, and what auditors consider they are actually required to do. This expectations gap is particularly acute in cases where there has been fraud. The ...

Investment Trust Discounts, What To Do About Them and SEC Example

In this article, I argue that discounts are bad for those invested in a trust, and the Board of the investment trust should look to reduce any discount. However, for those thinking of investing in the trust the discount might be an opportunity. The question is, how real is that opportunity or is it just a 'value trap'? We look at why discounts can arise and the measures that can be taken to eliminate them or even move the trust to a ...

Pre-Emption Group (PEG) extends the easing of its issuance guidelines

Cliff Weight, Director, ShareSoc gives his personal views below which may not necessarily reflect ShareSoc's view. UK-listed companies hit by Covid-19 are being given an additional lifeline as the Pre-Emption Group (PEG) extends the easing of its issuance guidelines, allowing more share capital to be raised from shareholders. The PEG, the affiliate of the Financial Reporting Council that provides guidance on fundraisings and rights issues, has confirmed that the additional flexibilities put in place at the height of the pandemic will be extended ...

Lessons From a Failed Investment

This is a premium article, available to ShareSoc full members and SIGnet members. Recent troubles at the AA (AA.) and Petropavlovsk (POG) brought to mind another problematic investment that I am more familiar with and which shares some characteristics of those companies. That investment is Gulf Marine Services (GMS). IPOs by Private Equity Vendors Like the AA, GMS was floated by its original private equity owners, with a premium listing on the LSE main market, in March 2014. GMS is a relatively straightforward business: ...

Electronic AGMs and Voting

Several companies in which I hold shares are proposing to adopt new Articles of Association at their Annual General Meetings. These typically are amended to enable the holding of “virtual”, i.e. electronic ones, or “hybrid” meetings where a physical venue (or multiple ones) are also used. They can do that legally at present under the emergency regulations put in place by the Government but they are clearly anticipating a more common use of such capabilities now that everyone is more practised ...

The Ideal Board – Some Tips from First Flight

Chris Spencer-Phillips, Managing Director of First Flight Non-Executive and ShareSoc Director has written the attached useful article describing attributes of the "Ideal Board". As well as for company boards, we think it will be of interest to our members. the-ideal-board-march-2020

The New Corporate Insolvency and Governance Bill

The Government has introduced the Corporate Insolvency and Governance Bill into Parliament. This is quite an important piece of legislation for share investors and for property investors. Insolvency practitioners will also be interested as it makes substantial changes to that area. It’s had very little media coverage though as the news channels are swamped by coronavirus news, debate over Dominic Cummings breaking the lock-down (or not depending on your point of view) and Brexit news. The Bill is being “fast tracked” through ...

Eurasia Erasure

by Mark Lauber, Director, ShareSoc Eurasia Mining is a junior mining company listed on the AIM market. Having traded in a range of 0.4 to 0.7p for the last two years, it spiked up in October 2019, reaching a price of 7.2p by the time it was suspended on 11 February. The reason given for the suspension was that clarification of the relationship with CITIC was required. On 9 April a further RNS was issued, stating that WH Ireland had resigned as Nomad, ...