ShareSoc-UKSA Resolution for the RBS 2019 AGM

ShareSoc has advocated the implementation of Shareholder Committees since our inception in 2011. ShareSoc has submitted resolutions to previous RBS AGMs requesting the implementation of an RBS Shareholder Committee. WE NOW NEED YOUR HELP WITH THIS YEAR’S CAMPAIGN

Please sign the correct form if you own RBS shares. You can find instructions for doing so here: https://www.sharesoc.org/rbs-agm-2019-requisition/

Or, if you don’t currently own RBS shares but wish to support our campaign, then we can give you 1 share and then you can sign the forms and support the campaign. If you would like to do this, click here: https://www.sharesoc.org/campaigns/rbs/#join

A similar resolution to the 2019 RBS AGM resolution was submitted to the 2018 AGM. UK Government Investments (UKGI), which represented 75.3% of the votes cast on this matter, chose to vote against the resolution, thereby deciding the outcome. There were 604.99 million votes in support of the proposal, representing 5.5% of the non-UKGI votes cast.

The UKGI position at the 2018 AGM was a disappointment to the campaign, and arguably inconsistent with the entity’s mandate. The Government wishes to reduce and eventually eliminate its stake in RBS, and any means of increasing engagement with shareholders should be embraced with enthusiasm. Increased shareholder oversight through a Shareholder Committee can only make the shares more attractive to prospective investors.

5.5% support for the resolution was a significant outcome in light of the negative recommendation from the Board of RBS. It was a truly remarkable result.

ShareSoc and UKSA recognise that it takes time to influence the thinking of the Board, of UKGI and of institutional shareholders. The first vote on this matter was held at the 2018 AGM. We can expect increased support for the proposal at the 2019 meeting. Change does not happen overnight.

Role of the Committee

The aim of the Shareholder Committee is to facilitate more effective oversight by shareholders of the governance of the Company. It is intended that the Shareholder Committee operate as part of an effective and inclusive governance framework that builds trust between the Company and its shareholders.

The key criteria are that the committee should include Shareholder representatives, ideally approved by both the Company and by the AGM, and that it should engage on a regular basis with the Board of Directors. The functions of the Shareholder Committee are likely to be advisory in nature and may, at the discretion of the Directors, include some or all of the following:

  1. providing feedback to the Board on candidates being considered for appointments by the Company,
  2. providing feedback to the Board on remuneration proposals, and reporting to the AGM on specific pay proposals (including the remuneration policy),
  3. providing feedback to the Board on strategy from a shareholder perspective,
  4. reviewing and commenting to the Board on the appointment of external auditors and the activities of the auditors,
  5. reporting to shareholders on its activities via the annual report,
  6. providing voting recommendations to shareholders for the AGM.

Benefits of a Shareholder Committee

  • Mechanism for Board to engage and communicate with a broader range of Shareholders
  • Visible check and balance on governance matters
  • Increased transparency
  • Improved Shareholder confidence, making RBS shares more attractive to a broader range of investors
  • More orderly AGM process
  • Establishes RBS as a leader in corporate governance
  • Enhances reputation of the UK financial markets

 

We could not have got this far without your support. Please be assured that getting the shareholder resolution on the May 2018 RBS AGM agenda was a huge step forward in making all UK plcs aware of the importance of individual investors and the need for all company Boards to engage more effectively with the shareholders who own each company.

The 2019 Campaign promises to be even more successful.

Please follow the instructions here: https://www.sharesoc.org/rbs-agm-2019-requisition/ to support our campaign to institute shareholder committees at RBS and other companies.

If you do so you will automatically be enrolled as a supporter of our campaign, unless you advise us otherwise.

Cliff Weight
RBS Shareholder Committee Campaign Co-ordinator and Director, ShareSoc