2021 October Proxy Governance Update

We are delighted to share with you a summary of the key points that were addressed during the September 2021 WoCoS event. We enjoyed the question and answer sessions that ensued and hope that for our guests, and readership, there is a matter of interest that resonates with each one of you.

We thanks and credit to Olayinka Agbede, Principal Corporate Governance Officer, author of this article.

To access the Governance Update Series, please visit: https://boudiccaproxy.com/thought-leadership/

In This Edition:

• WoCoS Edition – Don’t stop me now... We Rock!
• Profile of the UK Public Markets
• The important role of Company Secretaries and what makes a good performing Board
• Shareholder equitability and the power of individual shareholders

Notable Highlights:

• Thought for October
  “When (s)he worked, (s)he really worked. But when (s)he played, (s)he really PLAYED” Dr Seuss
• Read the Boudicca Corporate Governance Team’s update “Don’t stop me now… We Rock” #WoCoSGotTalent!
  Please read our October Proxy Governance update. Take a few minutes, perhaps with your favourite beverage, to read our summary of the key points from the WoCoS event. Our scintillating keynote speakers, having captivated our attendees with the vastness of their experience, knowledge and views, considered the important role of company secretaries and what makes a good performing Board, discussed current developments and consultations on corporate governance and lastly, contemplated shareholder equitability and the power of individual shareholders.

WoCoS Edition – Don’t stop me now... We Rock!

WoCoS Purpose

‘To promote an inspiring network and support system for company secretaries and corporate governance professionals. The Circle encourages open discussion, debate and critical thinking of topical issues. It provides a safe environment for voicing opinions and ideas, towards enriching collective knowledge in the areas of stewardship and ESG. Whilst we celebrate women in governance, we are a diverse and inclusive network, and everyone is welcome’.

The September 2021 Event

Anne-Marie Clarke, Head of Corporate Governance at Boudicca and Co-Chair of WoCoS said: “What a great evening, the virtual room was full of talent, from our experienced and knowledgeable speakers, the questions raised by our guests and then of course, the talent shown by the people who took part in the choir! The theme of the evening was to celebrate talent - and I think we did just that! #WoCoSGotTalent!"

“Many, many, thanks for organising this event which was both interesting and inspiring. I’m sure the comments of your key speaker, Lord Blackwell, resonated with all those present, especially those regarding the personal attributes of a good company secretary”. Rachael Hambrook – Aston Martin
 

 
On Tuesday 14 September 2021, the Boudicca team opened up the virtual WoCoS circle event, overwhelmed and delighted by the interest shown by over 160 guests across 116 organisations. We owe this all to our illustrious panel of speakers who had dedicated their time and shared their thoughts and insights covering the current development and consultations in the UK Public Markets, from the perspective of the Chief Executive of the Quoted Companies Alliance (QCA), the important role of Company Secretaries and what makes a good performing Board, and lastly, shareholder equitability and the power of individual shareholders.

Our distinguished speakers for the evening were:

• Guest of Honour, Lord Norman Blackwell, Former Chair of Lloyds Banking Group plc and winner of the 2021 FTSE 100 Non-Executive Director Award.
• Guest of Honour, Lord Lee of Trafford, Patron of ShareSoc (UK Individual Shareholder’s Society)
• Special Guest, Tim Ward, Chief Executive of the Quoted Companies Alliance.

As a reminder, and for those unable to attend, we share below some of the key highlights and soundbites from the evening.

Profile of the UK Public Markets

Tim Ward, Chief Executive of the Quoted Companies Alliance (QCA)

“Considering the impact on directors of the reforms, the role of the company secretary will be essential to understand and implement the changes required”

Tim Ward provided a brief summary on the role of the QCA, which is an independent membership organisation that champions the interest of small to mid-sized quoted companies.

Tim began by referencing the profile of the UK public markets, which he felt was often overlooked when regulators were making decisions. Tim enlightened the audience, describing the impact of small to mid-sized quoted companies, whom he termed the ‘forgotten heroes’ outside the FTSE 100. Their importance was illustrated in terms of employment numbers, job opportunities constituting roughly 11% of the private sector, and contributions to UK taxes, totalling 5% of total UK tax.

During the response to the BEIS consultation on audit reform and corporate governance, Tim advised that one of the issues highlighted was the definition of a Public Interest Entity (PIE). There was a call for AIM companies, with a market capitalisation above €200m to be included and defined as a PIE. Making reference to the chart below, he explained that nearly 50% of all companies on the AIM, and 48% of those on the Main market, have a market capitalisation below £100m. Surprisingly, 40% of these companies under £100m are on the Main market.

Consequently, as well as potentially requiring AIM companies with market capitalisation over €200m to effectively join as PIEs, there are many companies which if they move from the Main market to AIM would stop being PIEs. The result was a broad acknowledgement that there are a large number of very small companies on the market and the definition of a PIE needs reform. More thought was required as to how these companies are performing and how they can best be supported in their growth aspirations and the creation of wider societal growth in wealth. Tim further reinforced that, despite the variance in the size of companies in the FTSE All Share Index, they were all exposed to the same rules and expected to comply. Small companies who have chosen to be on the Main market are all burdened with the same responsibilities and costs.

We then turned to more detail on the current reforms, with Tim exploring some of the reforms which could potentially hinder growth within the UK public markets. To address concerns relating to the definition of a PIE, the QCA have suggested a staggered approach, allowing a gradual introduction of the entity that is defined as being a PIE. Given that these changes will have long term consequences, it was proposed that adequate time and appropriate consideration and thought be given before changes were introduced.

Importantly, company and investor sentiment towards reforms feeds the debate and Tim referred to a QCA commissioned YouGov survey of companies and investors. From the responses given, it was recognised that there was potential in the reform proposals for individuals to be deterred from becoming directors of listed companies. Considering the impact on directors of the reforms, the role of the company secretary will be essential to understand and implement the changes required. Tim advised that the strength of opinion against many of the proposals, mainly aimed at corporate governance rather than audit reform, continued to be expressed by the QCA membership.

Next on the agenda, Tim discussed the Treasury reviews and consultations in relation to the Prospectus regime and the wholesale markets review and we were reminded that the Financial Conduct Authority (FCA) are also looking at the primary markets and carrying out an effectiveness review. With the primary markets review looking at the status and the relationship of markets with each other – as regards the premium listing, the standard listing and AIM - the QCA are proposing that the standard listing be dismantled and a new market format developed. In the wholesale markets review, there is a proposal for a micro segment, where there may be intermittent trading to concentrate liquidity.

Discussing the Prospectus regime, Tim posed that we could see a change back to the state of prospectuses that existed before EU laws were introduced. In that respect, this could provide a huge opportunity for a change in the markets given that the prior situation had been designed and calibrated for the UK market. Another potential change is the way in which companies disclose information.

Concluding on a positive note, Tim opined that a change in the Prospectus regime could encourage a wider range of investors, as it will enable and encourage companies to reach out to retail investors, a huge opportunity for companies.

The important role of Company Secretaries and what makes a good performing Board

Lord Norman Blackwell, Former Chair of Lloyds Banking Group plc and winner of the 2021 FTSE 100 Non-Executive Director Award

“The role of the Company Secretary is critical to facilitating the Board members having full and open access to the organisation and enabling a high performing Board and Company”.

Lord Blackwell introduced his topic by clarifying that from his perspective, having been appointed a Chair and Board member, the role of the Company Secretary is more than that of merely taking care of the beneath the surface matters. Whilst encapsulating technical aspects around compliance, managing shareholders, legal requirements, listings, etc,  are vital, they are not what, in his opinion, distinguishes a good Company Secretary. They were all necessary but not sufficient.

We heard how a good Company Secretary is an individual who really understands how to work with the Chair, and in addition, how to work with the Board and Executives to aid the performance of the company. In Lord Blackwell’s view, a good Board is comprised of both Executives and Non-Executive directors (NEDs) who all feel that they are part of a common team. They share the singular objective of making the company successful, by making the executives work at their best. It is important for the NEDs to feel that they are part and parcel of developing and owning the strategy, with both common vision and culture.

Lord Blackwell highlighted that the previous mind set, where the executive proposed and the NEDs simply acquiesced and agreed, was a thing of the past. In his judgement, an effective Board was one which drew on the strengths of all the participants, and all felt the right and indeed the obligation to be involved in the formulation of the company’s mission and objectives. To this end, there needs to be a trust-based relationship between the executives and NEDs, which facilitates open communication and provides an environment where executives are confident in raising unresolved issues for discussion with the Board.

Lord Blackwell provided insights into how executives could develop a culture of openness and trust with the Chair and the Board, and explained that this area was one in which the Company Secretary often had an important role to play in helping to foster this culture as the ‘fourth line of defence’. Their primary obligation to the Chair and Board is in managing the sometimes-existing conflicts and underlying tensions that they observe, which can be resolved quickly by engaging their skill in understanding people and managing relationships.

We heard how the best Company Secretaries know how to build the necessary relationships with both the Chair and individual members of the Board. They have the confidence to raise, discuss and address issues, in a manner which is demonstrative of being a natural part of their role, and not one of being perceived by the executive team as an enemy in the camp.

Lord Blackwell concluded by stating that the role of the Company Secretary is critical to facilitating the Board members having full and open access to the organisation and enabling a high performing Board and Company.

Shareholder equitability and the power of individual shareholders

Lord Lee of Trafford, Patron of ShareSoc (UK Individual Shareholder’s Society)

“…criticism of shareholders for their lack of responsiveness in making contact directly with the companies they had issues with, through the Company Secretary in the first instance”

Lord Lee contributed to the discussions at the event from the perspective of an active private investor, having bought his first shares 60 years ago. He is considered the first ISA millionaire, a title that has not being challenged to date. His investment approach has improved over the years and he considers himself a very conservative investor with a long-term focus. He has written and continues to write articles as a columnist for the Financial Times. Within Lord Lee’s portfolio of companies, there are some that would be regarded as ‘the forgotten heroes’ – many being members of the QCA. These are mostly proprietorial companies, where the Board members have significant stakes.

Lord Lee commented on the developments within corporate governance over the years and remarked on the differences between when he attended AGMs of the smaller public companies earlier on in his investing career and more recently. He recounted a story of when he had been approached after an AGM to become a NED on the Board of the company by the Chair. He remarked that this approach would be frowned upon in today’s environment, as he agreed that it was necessary for the Board to operate on a collegiate basis.

From an investor perspective, Lord Lee emphasised that his personal focus is on fostering relationships with the Chief Executive Officer (CEO), as they are responsible for driving the business. Another issue close to his heart, and of which he is critical of both sides, is the fact that the majority of Boards were lacking in building bridges between their companies and their shareholders. In attempting to build bridges, he opined that many companies just go through the motions and did the absolute minimum in statutory terms. Whilst they held AGMs and, more recently, carried out company presentations and webinars, this is not sufficient.

Lord Lee elaborated on what he considered to be real efforts to reach out to investors. To generate investor loyalty, he advocated that more companies should hold investor days, inviting shareholders to visit their factory sites or production lines. As an example, he expressed his disappointment that during the pandemic, companies within the consumer goods industry did not send out some of their products, which their shareholders would have found helpful.

Moreover, Lord Lee suggested that more companies could build up relationships with shareholders through the introduction of some sort of discount card, with supermarket companies being the obvious examples here. He has been quoted as saying that if Morrison, for example, had operated a shareholder discount card, they may well have had a substantial body of private investors, much more loyal to the company. He also theorised on the option of insurance companies like Aviva and Legal & General providing a shareholder discount card which offered a slight reduction on premiums to investors.

He also expressed his criticism of shareholders for their lack of responsiveness in making contact directly with the companies they had issues with, through the Company Secretary in the first instance. He opined that individual shareholders should be making more of an attempt to understand the businesses they held investments in and should not be apprehensive of getting in touch with the Finance Director as well, should the need arise.

In his concluding remarks, Lord Lee addressed one of his major current campaigns, which involves television and the stock market investment community. Additionally, he raised the lamentable lack of financial education in the UK. One of the contributors to the lack of education, in his opinion, was the failure by television to provide coverage of the savings and investment industry and consequentially, a lack of focus on UK quoted companies from an investment point of view. He commented that the relationship between television and the investing world was in need of redress. If television was prepared to play a significant role in this arena, then the number of private investors in the UK would be increased, they would promote UK companies and promote investment opportunities that we have in the UK.

A special thanks to all of our illustrious speakers. You were inspiring, enlightening and insightful. Thank you so much and thank you to all of our guests.

The WoCoS event team organise events twice yearly, normally in March and September. Please join our WoCoS LinkedIn group where our community can interact online and keep up to date with WoCoS events. Please click here to join and select request to join.