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The UK Shareholders’ Association (UKSA) is an active member of Better Finance for All, the Brussels-based organisation that works for private savers and investors within the EU and for 2015 has voluntarily increased its subscription by 50 per cent.
As the EU plays an increasing role in member states’ financial markets, it becomes increasingly important that UK private investors are well represented in Brussels. An UKSA director sits on the Better Finance board and three representatives from UKSA comprised the UK contingent at its general assembly in Wiesbaden last December, followed by a conference on shareholder rights.
Shareholder rights are in focus in the EU because of planned revisions to the Shareholder Rights Directive (SRD) of 2007. Unfortunately, EU officials and MEPs do not understand that, in UK law, investors in nominee accounts are not recognised as shareholders, so the 2007 SRD was of no benefit to these investors and, unless the proposed SRD is suitably amended it will be no different. Working with its Better Finance representatives, UKSA has drafted and submitted appropriate amendments for which it is seeking European Parliament support, but interest in the subject even among UK MEPs is lacking, which is likely to be at least part because of ignorance, which UKSA hopes to remedy. Members of the relevant EP committee, JURI, can be found here.
Investors in Wm Morrison Supermarkets plc are being asked, at very considerable expense, to let current and former directors off the hook, scot-free, for repeated breaches of the Companies Act. Nobody is resigning because of this.
In a 20 page circular, giving notice of a general meeting on 6 March, the directors admit to having paid dividends and made share buy-backs from 2012 to 2014 when the company had insufficient distributable profits as shown by its audited accounts and did not take action it could have done to avoid this. Morrison’s ten well-paid directors twice overlooked this responsibility. A special resolution is now being sought to waive all claims the company may have against them, but it is being put to shareholders as just one part of an all-embracing resolution which also regularises the dividend payments and share buy-backs.
There is a huge conflict of interest between the directors and the shareholders in proposing a single, composite resolution. Shareholders should not be expected simply to excuse directors for such a basic failure and pick up the costs for doing so. There should be two separate resolutions – one for dividends and share buybacks, but another to relieve directors of their liability for costs which shareholders may wish to vote against. The top ten shareholders, holding 46.5% of the equity, should demand this.
Today’s announcement that takeovers by schemes of arrangement are to be subject to tax is a victory (albeit a small one) for private investors. See page 61, paragraph 1.249, of the full Autumn Statement for which a link appears below. The UK Shareholders’ Association (UKSA) welcomes the news, because we believe it will result in fewer takeovers by this method.
Such takeovers deprive investors holding shares in nominee accounts of any say in the decision. This is because these takeovers are decided by vote and private investors in nominee accounts do not have the right to vote, even though the future of their investments is at stake. UKSA has long seen this as scandalous, not least because investors face so much pressure to use nominee accounts.
A takeover by scheme of arrangement gives an acquirer 100 per cent of the shares regardless of how many shares have been voted. The High Court gives no protection to those excluded from the vote because it is bound by precedent to ignore the degree of participation. The Takeover Panel gives no protection either, despite its “central objective (being) to ensure fair treatment for all”, because it ignores those who are not on the share register.
Would-be acquirers love the arrangement, because they buy companies cheaply – now slightly less cheaply than before but still not equitable. Such takeovers will not be equitable until all nominee account users are fully enfranchised.
Two members of the UK Shareholders’ Association were pleased to have the opportunity of speaking at the London Investor Show, 24th October 2014. Malcolm Howard tackled “How to read published accounts to spot undervalued companies” and Eric Chalker answered the question, “Do you really own your shares?” A good number of new members joined at the UKSA stand, where many interesting conversations too place. The organisers’ video of the event can be found here: http://youtu.be/BpxVfltW82g
For the past 3 years, The UK Shareholders’ Association has played a leading role in advising the Government, the Financial Reporting Council, the Financial Conduct Authority and other bodies on issues arising from the growth of pooled nominee accounts, in which close to a majority of private investors now find themselves.
We have relentlessly been drawing attention to the absence of shareholder rights and protections for nominee account users and their inability to play a full part in the stewardship of UK companies. The savings of countless ordinary individuals are at stake, invested in equities yet they are denied the rights of ownership. This is wrong.
We think this situation is scandalous, not least because it appears to be, in the developed world, a uniquely British problem. The time has come to demand changes to remedy these matters. Today we launch THE RUNNYMEDE DECLARATION FOR SHAREHOLDER RIGHTS. and invite those who share our concerns to give it their full support.
In not many months’ time, there will be a new government. It will have many matters to address, but, in the spirit of Magna Carta, we will press those who seek election to Parliament and those who enter that government, to place the remedies we are seeking high on their list of priorities. The millions who save and invest deserve no less.
The UK Shareholders’ Association continues to fight for better corporate governance and the better accounting that goes with it. One matter of concern has been, what should be meant by the term “going concern”?
For many years company directors have been required to ensure and believe that their accounts are drawn up on a “going concern “basis. In practice this has always been the case, as to use any other basis could only mean that the liquidator was at the door.
However, in 2011, a panel under the chairmanship of Lord Sharman suggested that consideration of going concern should be expanded to embrace what it called a “stewardship” basis. The idea was to require directors to consider a longer period, consider matters more broadly and make an overtly positive statement. The Financial Reporting Council (FRC) is now struggling, against director opposition, to have this incorporated in a revision of its Corporate Governance Code.
To overcome the resistance, the FRC has come up with a compromise, but the coalition of pension funds and other major investors with which UKSA has now been working for some time feel this is not good enough, so we have sent our joint thoughts to the FRC and a copy of that paper is attached.