ShareSoc Recommends Shareholders Support the Existing Board at Victoria

PRESS RELEASE 34 (28/08/2012)

Bearing in mind the dispute between shareholders at Victoria Plc, ShareSoc (the “UK Individual Shareholders Society”), has considered the issues raised and recommends that shareholders support the stance of the existing board of directors and vote accordingly at the forthcoming General Meetings.

According to the announcement made by the company on the 23rd August, the latest dispute has arisen because the “Former Directors” (Geoff Wilding, Alexander Anton and Sir Bryan Nicholson), who were all non-executive directors, proposed that an incentive scheme should be set up under which they would potentially receive a substantial share of returns made to Shareholders*.

ShareSoc often supports activist shareholders where they wish to change the strategy of a company and improve its financial performance. In this case, the Former Directors, with the support of major shareholder New Fortress Finance, did previously obtain the support of a majority of shareholders for board changes. But we can only support activists who wish to benefit all shareholders, not a small minority and particularly as the Former Directors do not obviously wish to take an executive role in the business which might justify significant remuneration.

In other words, they seem to be asking for a specific bonus (a reward for future success) for simply performing their normal duties as a non-executive director. As the company points out in the announcement, this is both highly unusual and contrary to corporate governance guidelines.

We would be unlikely to support such a bonus arrangement of the magnitude proposed even if the Former Directors were to take an executive role in the company as ShareSoc opposes aggressive bonus schemes in any case.

Therefore we recommend:

That shareholders vote “For” the re-election of David Garman and Roger Hoyle at the forthcoming AGM on the 31st August (new directors appointed since the last AGM).
That shareholders vote “For” the re-election of Alan Bullock and Barry Poynter at the forthcoming AGM.
That shareholders oppose any resolutions to remove directors and appoint others or any other associated resolutions put forward by the Former Directors or Fortress Holdings at the subsequent General Meeting which they have requisitioned.

ShareSoc Chairman Roger Lawson has this to say on this matter: “This seems to be an outrageous case of a few larger shareholders trying to gain financial advantage for themselves as opposed to benefiting all shareholders. Directors should act in the interests of all shareholders, not just in their personal interests, and they should not require these grossly excessive incentive arrangements to simply do their jobs to the best of their abilities as non-executive directors. Private investors, who may have a significant influence over the result of the pending votes, should ensure they can and do vote as we suggest.”

For further information, please contact:

Roger W. Lawson,
Chairman,
ShareSoc Telephone: 020-8467-2686
Email: info@sharesoc.org

Note any members of the press who wish to receive a complimentary copy of our informative monthly newsletter should send a request to info@sharesoc.org . Our newsletters cover not just the affairs of our organisation but contain general financial news and commentary. An example of our past newsletters is available on our web site. You can also follow ShareSoc on Twitter from @ShareSocUK.

About the UK Individual Shareholders Society (ShareSoc)

ShareSoc represents and supports individual investors who invest in the UK stock markets (and who own as much as 30% of the shares in UK public companies in aggregate). We are a mutual association controlled by our members with “not-for-profit” articles and incorporated as a company limited by guarantee. The organisation is financed by member subscriptions, donations from supporters and by the services it provides to members. Associate Membership of ShareSoc is free and is open to everyone with an interest in stock market investment. More information on ShareSoc can be obtained from our web site at www.sharesoc.org .

Post Date: August 28, 2012

Group description:	All levels of experience welcome. A typical meeting agenda includes: – Macro Environment – Trades: Members review existing positions and identify securities with promising TA entry patterns or setups and with suitable risk/reward. Any security, long, short, futures, options may be considered. The convener takes actual positions in trades and maintains his own detailed ledger, accurately measuring performance of individual securities and cumulative activity. Members are notified by e-mail prior to the entries or exits that are decided upon. Following each meeting an updated copy of the ledger is circulated together with the next meeting agenda. Members may wish to maintain similar ledgers of their own but there is no obligation to do so. – Technical Analysis: Techniques and systems used in trades. Members can request discussion of particular aspects of TA.
Meeting Type/Venue:	Online via Zoom
Meeting Frequency/Timing:	The first Tuesday of every month from 7 to 9pm

Group description:	Following the launch of the SIGnet Technical Traders groups, it was identified that there were a number of members who use fundamental and other information as their main source of choosing companies to invest in, who would find some understanding of technical analysis helpful to identify good entry and exit points for their investments. This new SIGnet Technical Analysis in Support of Investing group is therefore being launched and we welcome members of all levels of experience to join.
Meeting Type/Venue:	Online via Zoom
Meeting Frequency/Timing:	There will be an initial Zoom meeting on Monday 29th April at 7pm to launch this group, please email info@sharesoc.org if you are interested in joining.

Group description:	A new in person group coming soon! Keep and eye on our Events page to register for the launch meeting.
Meeting Type/Venue:	In person
Meeting Frequency/Timing:	TBC

Group description:	Open to all investors / people with an interest in investing. Typical meeting will involve members talking about recent purchases, successes, failures and possible future purchases. Also with occasional visiting speakers or members making presentations on a topic of interest.
Meeting Type/Venue:	We aim to meet on the last Tuesday of each month in a private room at a pub in Playhatch. Start time 7pm with members encouraged to meet up around 6pm for a bite to eat / drink before hand, if their diaries allow.
Meeting Frequency/Timing:	7pm on the last Tuesday of the month. Meetings likely to last about two hours but with informal ‘overspill’ before / after.

Group description:	This group was set up as a forum to discuss companies in detail, each company is introduced by a member and discussion may last one or two hours. Membership is by invitation only and is for experienced investors.
Meeting Type/Venue:	The group meets at a venue in Waterloo, London.
Meeting Frequency/Timing:	Meetings are on Tuesday mornings at two month intervals.

Group description:	Our group members have wide ranging investment experience and work backgrounds. Discussion topics include reviewing our recent stock or collective investment buying and selling activity, plus what we are considering buying or selling and the reasons for our decisions. We also have a wider discussion on where we think opportunities might arise in the next few months and what we think needs to be avoided. Members occasionally lead discussions on specific topics such as recent events attended, articles or books of interest and sources of investment ideas and information.
Meeting Type/Venue:	During the pandemic our meetings were held on Zoom, but we have now resumed meeting in person at a location a few miles to the west of Colchester. Most meetings will now be in person, but it is possible that occasional meetings will be held on Zoom in special circumstances.
Meeting Frequency/Timing:	We meet midweek every two months. Zoom meetings run for about two hours from 10.30am and in person meetings from 11am until about 3pm, including a break for lunch.

Group description:	Our group is a broad church that contains investors of varying age and experience. We discuss stocks and investment trusts that we have bought, sold or are interested in and the reasons behind our decisions, and try to make sense of the ever changing investment environment. Our members backgrounds are diverse and include corporate banking, engineering, teaching and the leisure industry. Discussions are robust and challenging but tend to be to be informal, and do not generally involve agendas, presentations or detailed preparation. We are a friendly and approachable group who welcome investors of all levels – we just ask that you contribute, at whatever level you can.
Meeting Type/Venue:	Our meetings are held in a very nice pub near to South Ealing tube station (Piccadilly Line), not far from Ealing Broadway (District, Central and Elizabeth Line). Group numbers permitting (and assuming members are happy to purchase food and drink from the bar), we may also have access to a private room in the pub.
Meeting Frequency/Timing:	We meet every 2 months, usually on a Wednesday morning at 11am.

Group description:	An online group for those who are new to investing. Including topics such as how to buy and sell shares, unit trusts, investment trusts, exchange traded funds and diversification, tax and how to save it, pensions, portfolio management and research tools, other asset classes and basic technical analysis.
Meeting Type/Venue:	Online using Zoom.
Meeting Frequency/Timing:	Meetings are usually held on the 1st Monday of the month at 7:15pm.

Group description:	Group focused on active investing, primarily in small / medium cap UK equities.
Meeting Type/Venue:	Regular Zoom meetings interspersed with occasional face to face meetings and social activities in the North West.
Meeting Frequency/Timing:	Monthly on Saturdays at 10am.

ShareSoc Recommends Shareholders Support the Existing Board at Victoria

PRESS RELEASE 34 (28/08/2012)

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