|
(Reproduced with permission, this is the text of an article which was
written for the Investors Chronicle in December 2002. It was designed
to set out what UKSA aims to do, some of the main issues where we
campaign for change, and how you can join us and make a difference.)
Private
investors need to make their voices heard by companies. And the United
Kingdom Shareholders' Associaton (UKSA), an independent organisation
founded 10 years ago through the letters pages of Investors Chronicle,
believes small investors can make a difference.
There is
plenty for shareholders to complain about. We have seen a collapse in confidence in corporate
governance and a disregard of the interests of private investors by
Government and the financial services industry. But on the positive
side, we believe that investors who concentrate on a limited number of
shares do outperform, and the private investor, because of the small
size of his or her investments and the longer time horizon, has some
advantages over the institutions, particularly now with the advent of
the Internet.
With
appropriate use of the press, and with increasing numbers of
activists, UKSA members are determined to make a difference. Our
experience of the last 10 years leads us to think that our efforts
will not be in vain. Power has drifted to the managers who now control
boardrooms, but it is in shareholders interests to take regain
control.
Boardroom power
Most topical
is the sad fact that too many companies are simply not run in the
interests of their shareholders. Most of the institutions holding the
shares on behalf of the underlying owners have, until recently, just
left management to get on with it. When they wake up, it can be too
late - remember Marconi.
This is why
the appalling share option schemes get approved, giving lucky managers
millions in good years and leaving shareholders to stomach the losses
alone in the bad years. We are recommending that our members vote and
speak out in favour of managers buying shares in the open market out
of cash bonuses, holding hold them until some years after they leave
the company. We are generally against share option schemes,
particularly for senior executives.
But it's
about much more than share options. They are an extreme example of how
senior management can develop a shorter term focus than is appropriate
for any other party - whether employee, customer, supplier or
shareholder.
A brilliant
exposition of the systemic problem in both the UK and the US is
contained in a paper by Robert Monks and Allen Sykes and published by
the Centre for the Study of Financial Innovation (CSFI): Capitalism
without owners will fail. For information on CSFI see
www.csfi.org.uk . This paper is
not available on the internet, but you can find the broad analysis by
exploring Monks' site: www.ragm.com.
The authors' analysis of six inappropriate powers of company
executives, quoted here, hints at some of the practices they'd like to
see end:
-
They choose
their "independent" non-executive colleagues;
-
They choose
the "independent" auditors, who are also usually consultants, and
consultancy is worth several multiples of audit fees;
-
They choose
the remuneration consultants for the non-executive "independent"
remuneration committee;
-
They
exercise influence over the company's pension fund trustees and
their fund managers to take a non-activist corporate stance on other
companies, implicitly in return for similar reciprocal passivity;
-
They have
major powers of patronage over fund managers seeking their pension
fund business, who are frequently part of wider financial
organisations wanting investment banking or insurance business; and
-
They seldom
encourage outside advice to non-executive directors on the merits of
significant takeovers and mergers, despite the frequent clash with
shareholder interests.
Annual General Meetings (AGMs)
The AGM still
provides a valuable opportunity for individual shareholders to call
managers to account, in spite of the power of the proxy vote. A
well-researched question can have an impact. One of our favourites for
underperforming companies is "Would the board care to comment on the
value destroyed over the last x years: my estimate based on a simple
analysis of the published figures is Ły billion." It isn't a very
difficult calculation, and the board's response doesn't usually
rubbish the estimate. In practice, we like to warn the board of
technical questions if possible - it helps to maintain goodwill and
doesn't reduce the impact.
But we don't
always complain. Sometimes we will want to compliment the management,
or support them in difficult times. But we are very concerned at the
steady erosion in the ability of individual shareholders to make their
voices heard. We believe a number of companies have plans to downgrade
the AGM - something which we will resist strongly.
Government and regulators
This brings
us to another large subject. Regulation and tax usually suffer from
the law of unintended consequences. The current lot of the individual
investor owes much to this, and to the reluctance of government to
challenge the interests of the financial services industry. This is
not a party political point; the previous Government was no better
than the current one.
For example,
private shareholders are gradually being edged out of certificated
holdings in favour of nominee accounts. Without legislative change to
restore to holders in nominees the rights they had in certificated
holdings, it will continue to be difficult or expensive to receive
complete and timely communications from companies. With certificates:
-
There is no
cost to holding them. Nominees frequently have an annual charge;
-
You can
sell them through any broker. With nominees you are locked in;
-
You receive
full communications from your companies immediately without charge.
With nominees you will typically get nothing or be charged, and
there will be a delay and resulting inconvenience when a choice,
such as taking up rights, has to be made;
-
You receive
an invitation to, and are entitled to attend, the company's AGM.
With nominees you are not strictly entitled to attend and you may be
discouraged from speaking.
In our
response to the recent Company Law review, we suggested ways of
ensuring the main ownership rights were maintained for holdings in
nominee accounts, but those who drafted the recent White Paper have
bowed to the demands of the City and not met our concerns in this
vital area. We will continue to campaign that shareholders are not
disenfranchised when they use nominee accounts.
We have
recently realised that the Financial Services Authority (FSA) do not
permit retail financial products, such as unit trusts, to have
performance-based charges. This is one of the most stupid pieces of
regulation. Clearly drafted with the best of intentions, it has the
consequence of outlawing really sensible charging structures. But
that's a discussion for another time.
Perhaps most
worrying of all is that governments have not really faced up to the
huge need for much more saving for retirement. This is the basic
reason for almost all saving, and we all depend on company profits,
whether directly through individual shareholdings or indirectly
through institutional holdings. Most important of all is that we need
low taxes on capital. The current government has, in fact, increased
taxes on capital sharply, and we are under pressure from Europe to
increase them still further. We can look at the sums at another time,
but the rapid shrinking of final-salary pension schemes must be due in
part to the massive hike in taxes on pension funds which got so little
coverage at the time of this Government's first budget.
It pays to be an activist
Most
campaigners do so not for purely selfish reasons, but because they
believe in their cause. We believe that good investment performance
comes from really knowing the companies in which you invest. This
means that you can achieve attractive returns over the long term with
a small number of holdings, providing you do the work on those
companies. "Doing the work" is the important thing, and not everybody
has the time, inclination and ability to do this. Access to a network
of friends with whom you can share ideas is an important ingredient.
The fact that you are reading the Investors Chronicle suggests you can
do the work.
How did we get started?
It all began
with a letter to the I C in 1992. Incensed by the latest executive pay
scandal, Nick Stevens appealed to other investors to join together to
do something about it. A number of people responded, and the United
Kingdom Shareholders' Association was formed.
Many meetings
were held in members' homes to thrash out what our objectives should
be, to develop a proper organisation and plan our activities. Aided by
a small amount of press coverage, we grew rapidly to between 300 and
500 members, and stayed at around that size for the next 10
years. We are now determined to grow again, and transform ourselves
from a quietish campaigning body into something noisier, but focused
on being effective.
The UK Shareholders' Association
What are our
members' objectives?
Our members
try to make money from shares, but some find that they can contribute
to our campaigns in the process. We work towards the following goals:
-
company
managers' interests properly aligned with those of shareholders;
-
empowered
and educated individual investors whose interests are respected by
government and who can operate on a level footing with institutional
investors;
-
financial
services which really are good value for the investor.
Our primary
objective has always been to represent the interests of the private
shareholder. We are answerable only to our members, and are
independent. All of our funding comes from our members' subscriptions,
and all of our members are volunteers.
Why should private investors join UKSA?
People join
UKSA for a variety of reasons. We don't give investment advice but,
through our participative national and regional programmes, members:
-
Gain access
to a network of investors keen to discuss investments and share
ideas;
-
Attend
company analyst-style meetings where they meet the directors of
major plcs;
-
Through
working parties and at AGMs work to present private shareholders'
needs to government, the City and to companies;
-
Have the
chance to talk with experts at day seminars and conferences.
Some, of
course, are too busy to get involved, but we welcome their support by
adding to our numbers and subscribing to our aims. Through our
quarterly journal and regional mailings, we keep seek to keep them
informed.
The future is
in the hands of our members. Join us and make a difference! |