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.

Long standing directors and investment trusts

The UK Corporate Governance Code has a clear rule about non-executive directors who have served for more than nine years (Code B.1.1.) which states "The board should state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination, including if the director: has served on the board for more than nine years from the date of their first election". This rule was not introduced to ensure that ...
Post Date: July 11, 2014 Read more

West Bromwich Building Society in profit

The West Bromwich Building Society recently issued their accounts for their financial year ending in March 2014. They actually managed to make a small profit after years of losses. Does that mean that the PIBS holders will start to receive their dividends again? In essence no. According to Peter Morgan who led a campaign on the issue, it might yet be another 5 years before these bondholders receive any interest whatsoever. To remind readers about this problem, in 2009, the Society ran ...
Post Date: July 5, 2014 Read more

Giving Personal Shareowners a Voice

"Giving Personal Shareowners a Voice" was the title of a meeting yesterday (3/7/2014) organised by Gavin Oldham of The Share Centre. It was organised to discuss a number of concerns about shareholder engagement with companies and the rights of individual shareholders. It was attended by a number of "stakeholders" interested in this area including representatives from the BIS, FRC, WMA, Wider Share Ownership Council, ShareAction, UKSA, ICSA, a number of journalists and myself representing ShareSoc. The first topic covered was the failure ...
Post Date: July 4, 2014 Read more

Fiduciary Duty and Intermediated Securities Report – A Bombshell at the End

The Law Commission was asked to undertake a review of how the law of fiduciary duties applies to investment intermediaries and to evaluate whether the law works in the interests of end investors. This followed a recommendation in the Kay Review undertaken by Professor John Kay where he attacked the excessive "intermediation" in financial markets, the lack of clarity of responsibility, the difficulties trustees have in interpreting their duties and related factors that seemed to be undermining the ethics of financial ...
Post Date: July 1, 2014 Read more

Surprises on Remuneration at the Kentz AGM, and opposition also at Hiscox

Surprises on Remuneration at the Kentz AGM,  and opposition also at Hiscox Last week (on Friday the 16th May), both the Remuneration Policy and Remuneration Report resolutions were voted down by shareholders at the Kentz Annual General Meeting. This is one of the few companies where such resolutions have been lost in the current AGM round and the first where the Remuneration Policy vote has been defeated. That vote was only introduced in the last year by new Government legislation, but oddly ...
Post Date: May 18, 2014 Read more

Barclays wins vote on pay

Barclays Bank Annual General Meeting yesterday showed how difficult it is to get excessive pay awards voted down. Despite strong opposition from PIRC, F&C and Standard Life (the latter actually spoke at the meeting which is unusual for institutions), only 24% of votes were cast against the Remuneration Report with an even lower number against the Remuneration Policy. There were a number of shareholders who abstained so the media commonly reported 34% of shareholders  as failing to support the board, but ...
Post Date: April 25, 2014 Read more

Changes to Company Regulations

Today on Bank Holiday Easter Monday, the Government announced some changes to company regulations. Does this show how they work all the days of the year to improve the UK business environment, or they thought it a good time to announce controversial proposals? You can judge for yourselves the answer to that question after reading what follows. But as most of the proposals were well flagged in advance by past public consultations, they may only be controversial to those companies who ...
Post Date: April 21, 2014 Read more

Directors’ Share Purchases at Chrysalis VCT

Would you be happy if you saw that the directors of a listed company had apparently purchased shares at an advantageous price? In other words had purchased shares in the market  at a price that was not available to anyone else? On Thursday the 17th April, I chose to purchase 3,000 shares in Chrysalis VCT. This followed an announcement by the company on the 14th April that the company had achieved two successful exits from portfolio companies which had increased the company's ...
Post Date: April 20, 2014 Read more

Oxford Technology VCTs and Baronsmead VCT 3

ShareSoc has organised a meeting for those investors in the two Oxford Technology VCTs who are affected by the withdrawal of VCT status. It is scheduled for the 20th May in the City of London. Although the companies have submitted an appeal letter to HMRC, there is some doubt as to whether the appeal will be successful. See this web page for more details of the issues, and how to register for the meeting if you wish to attend:  sharesocstagin.wpenginepowered.com/campaigns/oxford-technology-vcts/. The ...
Post Date: April 16, 2014 Read more

Insurance companies and Kentz

With the attack by the Government on annuities in the budget and the revelation that the FCA is to look into the treatment of some policyholders such as those in "closed" funds, both investors in these companies and their directors must be somewhat incensed. Indeed the Financial Times reported this morning that half a dozen of the City's top institutional investors have consulted a leading law firm over alleged "market abuse" in the way the latter review was disclosed. It seems ...
Post Date: April 3, 2014 Read more