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.

Inconvenient AGM at Phoenix, Changes to “Going Concern” and GoCompare

I have been advised that life insurance and pension consolidator Phoenix Group (PHNX), a FTSE 250 company, is holding this year’s AGM in Edinburgh at 9.00 am. That’s a damn inconvenient time and location for most investors. Previous general meetings have been held in London where their registered office is located, although I am told that only one director and no shareholders turned up for the 2018 AGM. This is the explanation given by the company for the latest venue in the ...

Plus500: Buybacks, Fat Cat Pay and Profits Warning

Superstar share Plus500 has plummeted back to Earth. This super stock rose from a price of £3.14 5 years ago (14 Feb 2014) to a high of £20.76 and following a profits warning has dropped to £10.88 today 13 Feb 2019. Tom Winnifrith has commented on this company and the dangers of investing in companies where 80% of their customers lose money. I agree with him, this cannot be a recipe for long term success. But are the directors stupid or have they ...

RBS General Meeting: You Decide!

I have today published two posts on ShareSoc's blog, expressing different opinions on RBS's proposed resolution to buy back shares from HM Treasury. One from our chairman and another from senior ShareSoc member Roger Lawson. Firstly, the facts. You can find full details of the General Meeting and proposal here: https://investors.rbs.com/shareholder-centre/shareholder-meetings.aspx. If you are a shareholder you should study the circular available from that webpage before deciding how to vote. ShareSoc encourages its members to make their own minds up on matters such as ...

RBS Share Buy-Back

The Royal Bank of Scotland (RBS) is proposing to buy-back up to 4.99% of its shares from the stake held by the Government (by UKGI on its behalf). At present the Government holds 62% of the company stemming from the bailout in the banking crisis ten years ago. They have been trying to get shot of it ever since as no Tory government thinks it should be investing in banks. This latest proposal makes it clear that UKGI cannot easily sell ...

RBS General Meeting – Voting Considerations

RBS has called a General Meeting for 6th February to consider a Special Resolution giving the group the authority to make off-market purchases of up to 4.99% of the outstanding shares from HM Treasury. In effect this is an authority to effect a capital reduction, which will partially reduce the overhang of government held shares. The timing is pretty poor, coming just three months prior to the AGM and without the benefit of full year financial reports. But it seems to signal ...

Remuneration Update

by Cliff Weight, Director, ShareSoc. On 22 November 2018, the Investment Association (“IA”), wrote to the chairmen of the remuneration committees of FTSE 350 companies attaching its updated Principles of Remuneration . These changes to the IA guidelines have been made against the backdrop of the new remuneration provisions in the UK Corporate Governance Code and the changes to the reporting of directors’ remuneration which is due to come into force for accounting periods beginning on or after 1 January 2019. MM&K's excellent(*) review ...

Applied Graphene Materials AGM on 18 December and the QCA Code

AIM-listed Applied Graphene Materials(AGM) holds its AGM on 18 December 2018. If you hold shares it might be worth attending and asking some questions. AGM share price has dropped 90% from £4, 5 years ago, to 38p now and has a market cap of less than £20million and burns £4m of cash every year. AGM has been through a number of significant changes in the past year – a new CEO was appointed in August 2018 and a new joint CFO and company secretary arrived ...

Soukup Soaks Up More Voting Power at Thalassa

There was an interesting RNS out yesterday for Thalassa (THAL). Following an amendment to the Company’s Memorandum and Articles of Association, and without a shareholder vote, each shareholder was issued with one Preference Share for each Ordinary Share held. Each Preference Share carries 10 votes, and given that they were given out on a one for one basis to Ord holders, it seems fair and simply multiplies the total voting rights by 11. (1 plus the 10 new votes per old ...

GB Group, Social Media, Rightmove and Alliance Trust

Yesterday I attended the Annual General Meeting of GB Group (GBG) in Chester. An absolutely horrendous road journey both there and back mainly due to road works as far as I can tell. But my satnav took me on the M25, M11, A14, M6, M54 and numerous minor roads on the way there from south-east London, and the M6, A50, M1, A14, M11, M25 and other minor roads on the way back. A typical example of how the UK road network ...

Premier Foods, stock lending, custodians, shareholder rights and nominee accounts

The background to my comments is below: KATE BURGESS in the FT on 15 July 2018 reported that accusations of empty voting — where investors borrow voting shares for short periods to swing the outcome at meetings —reverberated around the market ahead of Premier Food’s shareholder meeting next week. They were sparked when Oasis Management , the Hong Kong activist hoping to unseat Premier’s chief executive Gavin Darby, said it had increased its stake in the owner of Angel Delight from 9 to ...