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:

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

Post Date: November 9, 2018

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-UKSA Resolution for the RBS 2019 AGM

Role of the Committee

Benefits of a Shareholder Committee

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