In the past, the UKSA Board has been concerned about the misuse of members’ email addresses. In addition, some members seem unaware of the “best practice” or appropriate “etiquette” for the use of email communication. For that reason the "Member Guidelines" given below have been formulated. In addition, we have put into the Member Guidelines our recommendations on how members should speak at General Meetings of companies, or communicate with company directors. Plus we have included some information for members on the giving of financial advice, or “share tips” to other members. These Guidelines also lay down how UKSA board members and regional officers should behave, particularly bearing in mind the requirements of the Data Protection Act. A very brief summary of the Guidelines follows, and the full detail is given below (please read the full Guidelines if you are in any doubt as to what the summary implies).
Email Usage. Members email addresses are confidential personal information and have been provided by members solely to enable the board and officers of UKSA to communicate with members in respect of UKSA business. The utmost care must be taken to protect the confidentiality of email addresses and they must not be distributed to other ordinary members of UKSA or passed to third parties, even accidentally or incidentally.
We do not wish to inhibit private discussion between UKSA members, but if you obtain other members email addresses as a result of such discussions then you should not assume you can use those addresses for other purposes, or pass them on. If you wish to circulate more than a very few members who are personally known to you, then this is best done via the regional or national secretaries who will be glad to assist.
Members should of course avoid sending libelous, defamatory, offensive, racist, sexist, or ageist comments to other members, or making any allegations that cannot be substantiated.
Speaking at AGMs. Ordinary members should not suggest they are speaking on behalf of UKSA at company general meetings. However we encourage you to say something like, “I am a member of the UK Shareholders Association and my personal view is….”.
Advice to Other Members. In general you should not attempt to give personal financial advice or share tips to other members. UKSA is not registered by the FSA to give investment advice and share tips are often not appreciated. However that does not need to inhibit you from discussing general financial matters or specific companies with other members.
The full UKSA Member Guidelines
These Guidelines are written to assist members when communicating to other members and to external individuals and organisations on matters relevant to UKSA.
UKSA Policies on Email Usage
The following policies are those adopted by UKSA for the use of email by the organisation, and by its members and officers. All members are expected to adhere to the principles and practices specified herein and members may be subject to disciplinary action under the Articles of Association if they do not adhere to them.
- It is recognised that members names, addresses and email addresses are confidential personal information and are provided by members to UKSA when you join solely to enable the board, officers and employees of the Association to communicate with you in respect of UKSA business – for example to notify you of future meetings, to send you news including our newsletter, or otherwise communicate information that is relevant to your membership of UKSA. We promise to you on our membership application forms that we will not supply any personal information you give us to any unrelated third parties unless required to do so by law. If at any time you require any personal information such as an email address to be removed from our records indicating that you do not wish to receive any further communication from us then we will do this upon receipt of an email from the relevant address, or some other evidence that you are the owner of the address, except in respect of such information that may be required to be retained due to Company Law.
- The above commitment, and the requirements of the Data Protection Act, mean that anyone acting on behalf of UKSA (eg. board members, regional officers, employees – hereinafter called “UKSA Officeholders”) must use their utmost care to protect the confidentiality of email addresses and that includes ensuring that they are not distributed to other ordinary members of UKSA. So when UKSA Officeholders send emails to groups of members they should always use the “bcc” (blind copy) function of their email systems to ensure that nobody can see the addresses of other recipients. This will ensure that such addresses are not widely distributed and therefore are not likely to fall into the public domain accidentally.
- However it is of course the case that many members of UKSA may wish to communicate among themselves and UKSA encourages such “networking” activities. It is clearly appropriate in those cases that people are aware of who else has been circulated in case they wish to respond to the others. But such groups are effectively “private” groups, and members should not assume unless such a group is clearly part of the official structure of UKSA or has been established as a formal “discussion group” that they have the right to circulate people whose email addresses appear in an email from any other member. In other words, if as a member of UKSA you are sent an email that contains a list of other members email addresses (either accidentally or intentionally), you should not assume that you have the right to save, copy, or use in any way that list of email addresses, or send the people in the list any communications whatsoever (whether on UKSA related matters or any other).
- If you wish to communicate with all other UKSA members, then any such communications must be approved by the UKSA membership secretary and be distributed by him/her. Likewise, if you wish to communicate with all other members in a region, then it should be submitted to the secretary of the region (or by the national secretary if more convenient and appropriate). This will ensure that only current members are circulated and that the addresses used are valid and current.
- The above rules are essential if the privacy of email addresses is to be maintained and members are not to receive superfluous and unsolicited communications.
- Note also that email communications are insecure and members should not include confidential information in any email to other members or to UKSA Officeholders. In addition, if you wish any email not to be forwarded or copied (ie. you wish that it be read only by the intended recipients), please ensure that you mark it as “confidential to xxxxxxxxxxx” in the subject line so that the recipients are clear on that point.
- Note that it is not the intention of UKSA to inhibit discussion among members, particularly between members who you personally know, but you should not assume that other members wish to receive an email communication from you unless you have good reasons to suppose they would not object and that they will obtain some specific benefit from the communication. Simply informing them of the wonders of your latest “share tip” or campaigning for candidates for election to the board of UKSA are not justifiable examples of such “benefits”! You should be specifically wary of sending any communications to more than 10 members at a time unless they have consented in advance and are clearly members of an organised discussion group, as they are unlikely to be viewed as being “personal” and of a private nature permitted under these rules.
- Note that UKSA Officeholders will generally make publicly available their own email addresses so if you wish to communicate with other members then they are the appropriate channel to use initially, and the Officeholders should try and inhibit trivial or unnecessary communications.
- Members should particularly avoid sending libelous, defamatory, offensive, racist, sexist or ageist comments to other members or to anyone else outside of UKSA.
UKSA Guidance on Speaking at General Meetings of Companies and other Company Communications
Many members wish to make comments to or ask questions of company managements, either at company general meetings or elsewhere. If you speak to the directors or management of a company, or write to them, whether you an “UKSA Executive” or an ordinary UKSA member, you should adhere to the following guidelines:
- Ensure that you avoid libellous or defamatory statements and in all cases try to stick solely to the facts, ie. do not give them your opinions on their behaviour unless it is very soundly grounded, backed up by the facts and is “fair” comment (ie. reasonable and not prejudiced or partisan). And specifically you should avoid implying that they have any particular motives or agendas. Any facts you give should be checked and double checked to ensure accuracy.
- If you are an ordinary UKSA member, do not say you are “speaking or writing on behalf of UKSA” unless you have received direct written authority from an UKSA main board member that you can do so (and can do so in respect of the particular matter in hand). However, you can always say “I am a member of the UK Shareholders Association and my personal view is….”.
- Always try to be polite and avoid “common abuse”. UKSA or other members may have to deal with the person you are criticising in other companies or in other roles at a later date.
Advice to Other Members and to Non Members
It is a clear rule within UKSA that members in discussion, privately or in UKSA meetings, do not give financial advice to each other. This also applies to our speakers at meetings. However this rule is not designed to prevent members discussing companies and shares but it should include specific financial advice. For this reason members may state what they are doing, and what they have discovered but for a member to positively recommend an investment strategy or particular shares is not within UKSA policy.
Do not give investment advice to other members or to anyone outside the organisation (unless of course you are professionally qualified and authorised by the FSA to do so). UKSA does not wish to discourage discussion among members of companies or other financial matters, but “share tips” are often not appreciated and UKSA is not approved by the FSA to give investment advice.
UKSA Officeholders should specifically note that this applies when talking to both UKSA members and the general public so if you are asked questions about particular financial situations you should be wary about giving any specific advice. However that should not inhibit you from telling anyone about what you generally know about investing, taxation regulations, financial markets or other matters of general education. But do not try and interpret that knowledge to fit the circumstances of the person you are talking to or suggest a particular course of action (other than that they should probably take some expert advice on the matter).
Code of Conduct for Company Meetings & Presentations
Meetings with and visits to companies are a valuable benefit of being an UKSA member. For many of us this is the main reason for joining. Otherwise how often does one get to talk to directors and senior management. Certainly not at big cap stage managed agms. Although some companies regard communication with private shareholders as a rather irritating but necessary PR exercise, most companies positively welcome visits from UKSA. Company directors have often told us, that questions and suggestions from the actual owners of the company are a useful supplement to the usual concerns and questions they get from analysts and institutional shareholders.
We should however always bear in mind that unlike agms or egms, we don’t have a legal right to attend private briefings or site visits. Even as substantial individual shareholders we are lucky to get past the reception desk, particularly at larger companies. As UKSA members we are privileged guests, and only get in because we are members of a respected organisation and are taken seriously.
This brings us to the matter of conduct at these company meetings. The vast majority go well and companies often take the initiative in asking us back. As one would expect UKSA members are mainly well-informed sophisticated investors who ask pertinent questions and are impeccably well mannered. However on rare occasions in the past some members have conducted themselves in a less than professional manner. Anything perceived by our company hosts to be less than expected good conduct is likely to diminish respect for us as an organisation and therefore result in fewer invitations and less influence. So hopefully without appearing to be patronising we have drawn up a Code of Conduct for Company visits and presentations. Most of which is perhaps blindingly obvious to experienced attendees but might be particularly useful to members who haven’t attended a presentation before.
1. Some visits get fully booked, resulting in a waiting list. Yet some people who are booked don’t show up. Always notify the organiser asap if you can’t attend so that someone on the waiting list can.
2. Organising a meeting takes a lot of time and effort and invitations often depend on the organisers personal contacts with the company. So always follow the organisers instructions.
3, There will usually be an Investor Relations person fronting the company staff so always follow their instructions regarding refreshments cloakrooms etc and address any follow-up requests for info or personal problems with share registrars etc. to them not the CFO or CEO.
4. Dress according to expectation, usually formal or smart casual. Jeans and boots might be ok for a site visit to an engineering company but not for a city financial..
5. Most hosts will at least layout some coffee and biscuits. Some will provide a quite lavish lunch. Whatever is on offer is much appreciated, but we are there for the meeting not the refreshments (aren’t we?). So don’t be cheeky and complain if there is no free lunch or booze. And don’t ask for or fill up a doggy bag! (This actually happened at least once!)
6. Remember that these company visits are usually Analyst Style Presentations. This means that they usually follow a format of: a presentation by one or more senior managers or directors followed by a Q&A session. There is usually an opportunity to meet informally afterwards over coffee or lunch, after the presentation. There may also be a site visit to a trading floor or workshop if appropriate. Although they are Analyst Style the company will not be expecting exactly the same sort of interaction from us. They realise that private investors may have different concerns and expectations to institutional professionals. Usually questions are taken after the presentation, but not always. Always respect the wishes of the presenter on this.
7. Regarding the actual “questions”. Remember that these are not agms; which can often turn into free for all slanging matches, platforms for personal vendettas and special interest groups, not to mention a pulpit for “Disgusted of Tunbridge Wells” who always shows up in person and reads out the 10 page script he has been working on all year.
Some suggested Q&A guidelines:
* Do some homework on the Company before the meeting so that you don’t end up asking silly questions e.g. “What do you actually do then?”
* Don’t become aggressive. It’s possible to ask difficult questions and make negative points without becoming confrontational. Keep the exchange civilised.
* When you ask a question by all means follow up with a secondary or comment but then leave it at that. Don’t get into an argument.
* Don’t monopolise the time. Some of us like the sound of our own voices but there might be someone else at the back that has an equally relevant point to make.
* Don’t personalise the issues. If it’s a problem that affects only you, ask whom to contact after the meeting.
* Don’t become obsessive. Most of us have strong views on one thing or another whether it be share buy-backs, accounting standards, gearing or directors pay. Most of these issues have been worked over many times before. So ask your question or make your point and leave it at that. Don’t preach.
8. Unless the Company staff clearly want to go on talking after the meeting don’t outstay the welcome by hanging around too long. They are busy people. If you want to have a mini UKSA meeting afterwards, adjourn to the nearest coffee shop or bar.
