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.

Rensburg AIM VCT Wind-up covered in the FT

There was an interesting article in the FTMoney edition yesterday (6/6/2015) on the proposed wind up of Rensburg AIM VCT Plc. The board of directors are pushing ahead with this proposal and a General Meeting to approve it is scheduled with the AGM on the 22nd July. The FT article by Adam Palin points out that anyone who claimed capital gains roll-over relief on their original investment in the VCT may not wish to support the wind-up. It quotes me (as a ...

Issuing More Shares in Investment Trusts – Finsbury Gr. & Inc. et al

Now that many investment trusts trade at a premium to their net assets value, it has become commonplace for them to issue more shares so as to "meet demand" as they tend to say. The latest example of this is at Finsbury Growth & Income Trust Plc (FGT) which is one of the better performing trusts. Other examples of those who do it regularly are City of London Investment Trust and City Merchants High Yield Trust. In the case of  Finsbury they ...

The Wonders of LTIPs, Pay at WPP and the Sprue Aegis AGM

Yesterday (3/6/2015), I attended the Annual General Meeting of Sprue Aegis (SPRP). Before discussing what was said at that meeting, it's worth reviewing a recently issued report by the High Pay Centre entitled "No Routine Riches".  It's a devastating critique of how the existing systems of "performance related pay" for directors has worked. To quote from the report: "We have looked at the growing complexity of awards that has pushed directors’ pay into the stratosphere, and found there is little discernible link ...

Chinese AIM Companies – Sorbic et al

A good letter in the Financial Times today (29/5/2015) from Sorbic investor John Gunn about how AIM rules have failed to protect shareholders. He said it is "a terrible state of affairs" and suggested the AIM regulations had failed completely to protect shareholders. Sorbic International (SORB) is an AIM listed Chinese company which has encountered major governance and legal problems and its shares have been suspended. To quote from the latest RNS, after the board fired Mr Wang Yan Ting, the CEO: "Since ...

Tesco Results and Elementis AGM

Tesco (TSCO) and Elementis (ELM) - two very different companies. The first announced their preliminary results this morning, and the second held their AGM today which I attended. The opening line of the Tesco announcement says  it all: "It's has been a very difficult year for Tesco". Although it said like-for-like sales volumes were up for the first time in four years, the rest of the commentary was pretty negative and of course there will be no final dividend. Debts are rising, pension ...

Governance in Investment Trusts – Alliance Trust, Baronsmead VCT 3 and the Core VCTs

The battle for the soul of Alliance Trust continues - or so their Chairman would have it. But even institutional proxy advisors ISS and PIRC have now come out in support of Elliott Advisors and their resolutions to appoint three new directors at the AGM on the 29th April. Alliance have said they are looking for a new truly independent non-executive director, but will they be anyone who is likely to disagree with the existing board or take a contrary view? ...

Alliance Trust Under Attack

Alliance Trust, an investment trust held by many private investors, is coming under attack for poor performance and poor corporate governance for a second time. It defeated a campaign by Laxey Partners back in 2011, and although their AGM resolutions were defeated the company did subsequently make some changes - for example more share buy-backs were done to help control the share price discount. This time it is the turn of Elliott Advisors who control over 12% of the shares. They ...

Olympus – A $1.7 Billion Dollar Fraud

One of the best television programmes on business matters was surely the recently broadcast documentary on the fraud at Olympus (BBC TV 4 Storyville under the title "A $1.7 Billion Dollar Fraud" - available on I-Player for the next few weeks). This was the story of Englishman Michael Woodford who was made President of Japanese public company Olympus Corporation, a large manufacturer of optical equipment (revenue $10 billion and 40,000 employees).  Although he had worked for the company for many years, he ...

Scottish Oriental Smaller Companies Trust AGM Report Summary

I attended the AGM of the Scottish Oriental Smaller Companies Trust (SST) yesterday (19/2/2015). This is an investment trust that is focussed on China, South-East Asia and India - yes there is not much Scottish about it apart from the fact that it is registered in Edinburgh and managed by First State Investment Management who are headquartered there (but whose parent is actually the Commonwealth Bank of Australia). Normally they hold their AGMs in Edinburgh but this year it was in First ...

Rolls-Royce Results and a New Director

Rolls-Royce Plc published their full year results today (13/2/2015). How does this champion of British industry and one of the FTSE mega caps (market cap £17bn) now look? Like all such large companies one could spend hours analysing the accounts because the initial "headline" data provided by the company in the announcement tends to err on the positive side. So the "highlights" are given as "Record order book of £73.7bn (that's slightly up at 3% on the prior year), underlying revenue and ...