Paul Myners Obituary and BHP Unification Meetings

Lord Myners has died at the age of 73. He had a big hand in the rescue of the banks in the financial crisis of 2008 as a Treasury Minister in the Labour Government after becoming the socialists’ favourite capitalist. He was also responsible for the Myners Report into institutional investment which had some influence on corporate governance and institutional stewardship in the UK.

I met him a few times and he had a very persuasive personality but as the comments from Lord Rose below indicate he was not always straightforward. That included evasive answers in Parliament. For example, this comment on the nationalisation of Northern Rock: “The essential intention in taking Northern Rock into temporary public ownership was to stabilise the banking system and to reassure people that a deposit placed with a British bank is a safe deposit”. His forceful actions during the banking crisis which resulted in the effective nationalisation of big UK banks were not appreciated by many.

Stuart Rose made extensive comments in an adulatory article in the FT on his work with Myners during the attempted takeover of M&S including this: “The climax of the takeover battle, following the shareholder presentations and the massively attended annual meeting at The Royal Festival Hall, was the final board meeting. Paul’s sure-handed chairing saved the day. Using a combination of wisdom, wit, guile, persuasion and patience we saw off Green’s opportunistic approach”.

BHP Meetings

I watched the General Meetings of BHP Plc (BHP) today where there was a vote for unification of the Australian and UK companies. BHP will retain a UK listing but it will only be a “standard” listing so will no longer be in the FSTE-100. AGMs will only be held in Australia although on-line access will be provided.

This prompted a question regarding future “engagement” with the board from a shareholder who expressed concerns that hybrid AGMs reduced interaction with the directors and made follow-up questions difficult. He was certainly right in that regard. On-line access is not nearly as good as being physically present and clearly most investors will not find it practical to fly to Australia to attend in person. This is one of the few downsides of the unification, but it otherwise makes sense. The result of the voting is still awaited at the time of writing.

Postscript: There was overwhelming support for the unification by both Ltd and Plc shareholders.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

Mello Trust Event and Tech Stocks

I attended the Mello Investment Trusts and Funds webinar yesterday (see https://melloevents.com/upcoming-event/mello-investment-trusts-funds-18th-january-2022/ for the programme). This was a useful event for those people like me who like to hold investment trusts as a way to provide diversification in my portfolio and access those markets outside the UK or outside my sphere of competence.

One thing that was very apparent from what some speakers said was that there is a rotation out of high growth technology stocks into more “value” sectors such as commodities. So trusts such as Scottish Mortgage (SMT), Allianz Technology (ATT), Polar Capital Technology (PTT) are now on discounts to NAV when they have previously been on significant premiums. The current discounts on those three stocks according to the AIC are 3.0%, 6.7% and 8.2% which might suggest they are bargains but if you look at the history of discounts on these trusts they vary widely over time (the AIC provides a useful chart of the discounts under the “performance” tab.

Some of the companies held by these trusts have fallen out of favour and this has been magnified by the discounts being affected by the similar lack of popularity of these trusts of late.

Many of the companies they hold are victims of the manic/depressive nature of US stock markets which historically are often more extreme than in European markets. That arises from the nature of the investors and the way the markets operate with low dealing costs, no stamp duty, low taxes and easy margin trading. This encourages speculation so prices can get divorced from reality.

But is the switch away from high growth and technology stocks a short-term trend or a long-term one? Should we be bailing out of the former? My feeling is that maybe prices of some of the stocks favoured by these companies have become over-inflated but that I still feel that they are better long-term bets than the traditional “value” plays. The world has been changing and technology has responded to meet the new challenges. Those companies that will meet the new demands of world markets are the ones where profits will rise in future.

As one speaker said at the event yesterday, investment trusts should be long term holdings. Trading them in response to short-term market moves can be expensive. But private investors can take advantage of the discounts to improve overall performance. Unlike individual company shares, investment trusts should be purchased when they are out of favour and sold when they are in favour as reflected in their discounts to NAV. Don’t be a trend follower in trusts in other words.

Note: the writer holds some of the trusts mentioned.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

Cladding Rectification – Persimmon et al.

My first big investment mistake of the year came to light yesterday. In October last year I started to buy a holding in Persimmon (PSN). The outlook for the housing market seemed bright and the company was trading on a prospective p/e of 11 with a yield of 8.6%. Revenue and earnings growth were forecast for the next couple of years.

But Michael Gove yesterday put a spanner in the works of my decision process by announcing that the Government is going to force developers to fix the cladding crisis – initially by persuasion but if they don’t come up with the money by early March there is threat of legislation to force them to act. The share price of Persimmon dropped sharply as a result along with all the major public housebuilders.

In April last year the company said that they were “Committed to undertake fire remedial works on buildings constructed using cladding materials that may no longer comply with current Government guidance and building regulations; £75m fund created to cover developments identified”. In addition the Annual Report said this: “As announced on 10 February 2021, we have therefore decided that for any multi-storey developments we have built, we will ensure that the necessary work to protect residents is undertaken. Where we own the building, we will act to do what is necessary to keep the residents safe. Where we do not own the building, we will work with the owner and offer our support. Ultimately, if the owners do not step up and meet their obligations, we will ensure the work is done to make the buildings safe. To meet this commitment, we have recognised a £75m provision”.

This seems reasonable but the Government is now asking them to do more. In a letter the Secretary of State has asked companies to agree to:

  1. make financial contributions to a dedicated fund to cover the full outstanding cost to remediate unsafe cladding on 11-18 metre buildings, currently estimated to be £4 billion.
  2. fund and undertake all necessary remediation of buildings over 11 metres that they have played a role in developing.
  3. provide comprehensive information on all buildings over 11 meters which have historic safety defects and which they have played a part in constructing in the last 30 years.

See https://www.gov.uk/government/news/government-forces-developers-to-fix-cladding-crisis for the full Government announcement.

How did this devasting situation arise that has left hundreds of thousands of people with unaffordable bills to rectify defects and unsaleable homes? It all stems from the Grenfell Tower fire disaster after which it was discovered that cladding used was inflammable despite it being sold as meeting fire safety regulations. In addition it was found that many buildings had other defects such as inflammable insulation, inflammable balconies, missing fire gaps, or other fire safety defects so the total bill to rectify all affected buildings might reach many billions of pounds.

The Government has already committed £5 billion to rectification work but more is needed to cover buildings up to 18 metres high and big builders are being asked to stump up much of the cost irrespective of whether they were to blame or not. Clearly much of the blame should be assigned to those who manufactured and sold the defective cladding, or even the Government for not imposing and enforcing adequate regulations. Housebuilders are complaining they should not have to foot all the bill.

Will the actions of the Government even fix the problem? The devil is in the detail as it is unclear that the leaseholders will not still be left with bills beyond their means to pay and years of uncertainty while their properties remain unsaleable. One has to have sympathy with their predicament but I also feel that the big housebuilders are being unreasonably targeted. Those who were at fault should certainly pay the cost of rectification but the Government seems to be wanting to bully those with money to pay up by using the court of public opinion, and threats. This is wrong.

The Government should identify who was at fault and assign responsibility in a clear legal and regulatory framework. Otherwise there may be years of legal battles which will not help those who are suffering.

Perhaps the moral of this story is that it is always a mistake to invest in companies that might be affected by Government interference or political whims.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

Northern Venture Trust AGM Report

I attended the Northern Venture Trust (NVT) AGM this morning via Zoom. This trust gave a good performance last year and the AGM was well organised in some ways with shareholders both attending physically and via Zoom (i.e. it was a hybrid meeting but all votes had to be submitted in advance).

Tim Levett representing the fund manager gave a presentation on the historic results and covered one or two other points. He specifically mentioned the “sunset clause” on dividend income tax relief which is due to be removed in 2025 due to EU regulations but he said he believed it was likely to be retained. This is an important issue for VCT investors because the zero tax on VCT dividend income is one of the major attractions and is one of the few things that make them attractive to investors as otherwise the overall returns are no great shakes. This issue really needs to be resolved while VCTs are attracting such high levels of funding at present while many investors are not aware of the issue.

Note that Tim Levett has been on the board a very long time but is retiring from the fund manager. However he is remaining on the board which I do not consider good corporate governance as I don’t think managers or ex-managers should be on the board. I voted against him therefore as usual. He got 443,000 votes against and the Chairman, Simon Constantine, also received 375,000 votes against his re-election.

Questions could be submitted before the meeting or during the meeting (both on-line and by shareholders present of which there were a few apparently).

But the Chairman did not read out the pre-submitted questions in full or give the name of the submitter. He also did not answer my question directly which I had submitted in writing which was “Last year the trust paid a performance fee to the fund manager of over £2.5 million. On my calculations this resulted in the overall total of expenses and fees of 4.5% of closing net asset value. In my view this is way too high even allowing for the work involved in managing a portfolio of small, unlisted investments.

Could the board please consider reverting to the arrangement when the trust was first launched; in other words no performance fee being payable at all as there is no evidence that performance fees improve the performance of investment trusts. Other VCTs such as Amati manage without them”.

All that was said was that 76% of shareholders had voted for the introduction of the performance fee in 2013 and all of the top 20 VCTs have performance fees. That’s hardly a justification for the excessive level of fees. [Postscript: The Amati AIM VCT has a total return per annum over ten years of 13.9% according to the AIC while Northern has a total return of 9.4% p.a. so I do not believe the claim about top 20 VCTs is true].

Just to reinforce that point, a shareholder physically present suggested that after taking into account other fees collected via the manager such as arrangement and monitoring fees from investee companies, the total percentage was 7% of assets (I have not verified that claim but it was not denied by the directors).

Summary comments: Like other VCTs this company is doing very well from investing in technology and software companies with substantial realisations being achieved. The market is hot for such businesses but whether that will continue to be the case I am not sure as valuations are getting very high. This is of course also driving up the cost of new investments.

There were questions about the payment of performance fees (in cash of course) when the declared profits include unrealised gains as well as realised ones. But that that was discounted as being a concern. This is an issue however as unrealised gains can disappear in future.

The key problem with this and other VCTs as I see it is that the company is run more for the benefit of the fund managers and the directors, rather than shareholders.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

A New Consumer Duty from the FCA

Just before Christmas I wrote a critical blog post on the proposals by the Financial Conduct Authority (FCA) to reform the Financial Services Compensation Scheme. It generated a lot of supportive comments. At the same time the FCA published a consultation paper (CP21/36) on a “New Consumer Duty”. This seems to have similar objectives in that it is an attempt to stop consumers from being provided with misleading information, being provided with unsatisfactory support or buying products that are inappropriate or harmful.

For “consumers” read “individual investors” in the investment sector.

The FCA therefore is proposing a whole new set of rules to enforce a new Consumer Duty and the consultation paper alone consists of 190 pages of convoluted text, even though it is supposed to be principle based. It is also clear that there was considerable opposition from the financial services industry particularly as they will incur substantial costs in adapting to the new rules and maintaining them. There is also doubt as to whether it will result in any benefit as there is already an obligation to treat customers fairly and a multiplicity of other rules are already in place.

It might even increase costs to consumers as firms pass on their additional costs, and increase the risk of litigation. One aspect of the proposal is however not to provide a Private Right of Action (PROA) for a breach of the new rules or principles so consumers would have to rely on the Financial Ombudsman for any redress. This is very unsatisfactory as that organisation is hardly very effective at present and takes way too long to deal with complaints.

An example of the sophistry in this consultation paper is the discussion of two possible Consumer Principles to underpin the conduct of firms: Option 1 – A firm must act to deliver good outcomes for retail clients; or 2 – A firm must act in the best interests of retail clients. Can you divine any difference?

What are the likely costs of the adoption of this new Consumer Duty and associated rules? The paper says total one-off direct costs to comply will be in the range of £688m to £2.4bn. Annual on-going costs will be in the range £74m to £176m. The paper is remarkably unclear on the likely cost benefits to consumers.

I don’t know how much labour was put into writing this paper but it must clearly have been very considerable. I consider it a waste of effort. I doubt that consumers will be much better protected by adoption of the new Consumer Duty. The problem with the FCA is not lack of adequate rules, but an inability to enforce them vigorously. Firms devise new products that are too complex, badly understood by consumers and yet the FCA does not stop them being sold. They also approve firms and their management who should not be and fail to step in when matters are clearly going wrong.

It’s a management problem in essence and inventing new rules will not help.

My detailed comments in response to the consultation are present here: https://www.roliscon.com/Consumer-Duty-Consultation-Response.pdf

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

Year End Review of 2021

As I have published in previous years, here is a review of my own stock market portfolio performance in the calendar year 2021. I’ll repeat what I said last year to warn readers that I write this is for the education of those new to investing because I have no doubt that some experienced investors will have done a lot better than me, while some may have done worse.

It’s worth bearing in mind that my portfolio is very diversified across FTSE-100, FTSE-250 and smaller company (e.g. AIM) shares listed in the UK. I also hold a number of UK investment trusts which gives me exposure to overseas markets, and some Venture Capital Trusts (VCTs). Although I have some emphasis on AIM shares, they are not the very speculative ones.

One feels wary of publishing such data because when you have a good year you appear to be a clever dick with an inflated ego, while in a bad year you look a fool. Consistency is not applauded on social media. But here’s a summary of my portfolio performance which turned out to be a good year despite the damage done to economies by the Covid pandemic. Total return including dividends was up 19.3% which I consider a good result bearing in mind that the FTSE All-Share was only up 14.56% which I use as my benchmark (the latter figure does not include dividends though). But the FTSE All-Share is dominated by FTSE-100 companies – the dinosaurs of the financial world in many cases – of which I hold relatively few.

During the year, and in the previous year, I had moved to a more defensive portfolio position as I thought the market was somewhat overvalued although I retained a strong emphasis in technology stocks. Cash holdings increased as I sold out from a number of companies early in the year when over-optimism for a quick recovery from the pandemic seemed common. I did purchase more holdings in property companies where REITs and property investment trusts seemed to me to be on excessively high discounts and warehousing companies such SEGRO and Urban Logistics benefited from more internet retailing. Self-storage property company Safestore also contributed. Bigger holdings in property companies also helped total dividends received to increase, with good pay-outs from VCTs also making total dividends received to be the highest level for 4 years.

Smaller technology stocks were a very mixed bunch – Tracsis was up substantially despite the fact that I expected train companies to cut back expenditure as their passenger revenue must have fallen. Clearly it’s a sector more reliant on government subsidies than simple economics to make money. Other smaller winners were DotDigital, SDI and Judges Scientific but GB Group fell substantially. Diploma and Reach were other winners supported by takeovers at Ultra Electronics and Wey Education. I had no substantial individual company losses during the year which always helps overall portfolio performance. Perhaps I am getting better at avoiding the duds.

My investment trust and fund holdings all did well often because they have substantial US holdings. I failed to beat Terry Smith’s performance at Fundsmith for yet another year but Scottish Mortgage and Polar Capital Technology produced only moderate performances as all but mega-cap technology stocks fell out of favour.

What does the future hold? Inflation is rising as Governments pump money into the economy in response to the epidemic while interest rates are still at record low levels. It’s certainly no time to be holding bonds or other fixed interest stocks. It’s a return to the good old days when you could buy a house that was rapidly inflating in price when the mortgage cost was much lower than the inflation gain. So I expect house builders to continue to do well as there is still a shortage of housing in some parts of the country despite a few people returning home to the EU. Brexit turned out to be a damp squib so far as most UK people are concerned and I see no great change in that regard in the coming year.

A year ago I said “some things may permanently change as we have become used to doing more on-line shopping, working from home, travelling less and getting our education on-line”. Those are the trends that will continue I suggest. The movement to improve the environment and halt global warming which is requiring substantial changes to the UK and other economies continues to be a priority for the Government and many businesses although there is too much hot air spouted on the subject. One has to be very careful about enthusiasm for “hot” market sectors – they often turn out to be flashes in the pan.

It looks like we will need to learn to live with Covid-19 as variants arise which hopefully will be less virulent. You can expect to receive repeat vaccinations against Covid variants – I already have my fourth lined up. Life may gradually return to normal – at least I hope so.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

Covid in the Family, Historic Wuhan and Blair Knighthood

Apparently my eldest son, his wife and son have Covid after a trip into London to a cinema. Which rather shows how easy it is to catch. But their symptoms are mild so far.

When this was reported I was reading a page of a book called Destination Chungking by Han Suyin and it contains a description of Wuhan, the alleged source of the pandemic, in 1938.

This is what it said: “Where the Han River meets the Yangtze there are three cities, separated by the rivers — Wuchang, Hankow, and Hanyang, collectively known as Wuhan, the great industrial area of Central China. Wuhan, hotbed of revolutions, where the republic was brought to birth in 1911, now China’s wartime capital — not ancient, hauntingly lovely, dignified, like Peking, nor shining as a new-minted coin, showy with new palaces of government, like Nanking, but grim and raucous, toiling in sweat and mud in the broiling summer sun and the chill, penetrating damp of winter. The unbelievably huge Yangtze, Son of the Ocean, a thousand miles from the coast, winds between the Wuhan cities, coppery brown, turbid with the red soil of the west washed down in its wild course through mountainous Szechwan. Here in the level land of Centred China it broadens to a boundless plain of water, stretching away southward into the Poyang Lake, and even at Wuhan almost too wide to see across. Wuchang on the south bank was already bombed to ruins. But Hankow, with its foreign concessions, seemed as we approached it by ferry untouched. The tall buildings along the waterfront stood unshattered. The ships moored at the docks were loading and unloading with customary activity. The foreign consulates on the Bund, huge, old-fashioned mansions in their gardens, seemed serenely unaware of war”.

The book covers the Japan-China war and is a remarkable exposition of the old China, written in a fluid and emotive style. Highly recommended.

Other news is of the knighthood of Tony Blair, much to the disgust of many people who opposed the wars in Afghanistan and Iraq. After finishing Rory Stewart’s book on a walk across the former country over Xmas (see a previous blog post), I read his biography of his time as a provincial governor in Iraq after the coalition ousted Saddam Hussain. It’s called “Occupational Hazards” and is also highly recommended. Anyone reading it would realise what a mistake it was to try and bring peace and democracy to Iraq in the way attempted. All wars are tragedies in the making and certainly Iraq and Afghanistan have turned out to be disasters not just for the people of those countries but for the world as a whole.  

Let us hope the New Year avoids more pointless wars.  

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

Discrimination Against High Net Worth Individuals?

The cost of the Financial Services Compensation Scheme has been increasing substantially in recent years, as more mis-selling scandals have proliferated and firms have gone bust. This has led to complaints from those firms who fund the scheme and has led the FCA to undertake a “Compensation Framework Review”.

This includes looking at possible changes to the scope of protection such as limiting it to “mainstream” products. But a more serious proposal is that High Net Worth or Sophisticated Investors be excluded from compensation. The FCA suggests such individuals might be expected to absorb losses, might be able to take their own private action against a failed firm, or would have a better understanding of the risks they were taking when dealing with authorised firms.

But this is a very dubious argument when High Net Worth persons only need to have liquid assets of £250,000 or more to qualify. Many moderately wealthy individuals would have more than that in direct shareholdings, ISAs and deposit accounts. But they would hardly be in a position to finance complex legal actions and FSCS compensation is limited to £85,000 already.

It is not clear what moral principle is being invoked here except that it would potentially save the FSCS scheme money.

I suggest that high net worth or sophisticated investors send in a response to the FCA’s review – go to this link for information  https://www.fca.org.uk/publications/discussion-papers/dp21-5-compensation-framework-review and an online response form.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

A Bumper Edition of Investors Chronicle

Over the Christmas period we were treated to a bumper edition of the Investors’ Chronicle. And I have to say that this magazine has improved of late under the editorship of Rosie Carr. Whether she has a bigger budget or is just picking better writers I do not know but she certainly deserved the job after working for the magazine for many years.

I’ll pick out a couple of interesting articles from the latest edition:

“What does it cost to be an effective private investor” by Stephen Clapham. He comments that “private investors are, in my experience, not nearly willing enough to invest in tools and education to improve the performance of their portfolios”. I would agree with that. They tend to rely on broker/platform recommendations, newspaper articles, or tips from bulletin boards instead of doing their own research using the tools that are available.

Stephen mentions services such as SharePad, Stockopedia, VectorVest and Sentieo. I am not familiar with the last two but I use both SharePad/Sharescope and Stockopedia as they provide slightly different functionality. Plus I use spreadsheets to record all transactions and dividends and to monitor cash. This enables me to manage several different portfolios held with multiple platforms/brokers comprising 80 different stock holdings with some ease. I have been doing this since my portfolios were much smaller and less complex so I would recommend such an approach even to those who are starting to invest in equities.

As the article mentions, half the members of ShareSoc have a portfolio of over £1m and may be representative of private investors so they may be making profits of well over £50,000 per year from their investments, particularly of late. A few hundred pounds per year to help them manage their portfolios and do research should not be rejected if it helps them to improve their portfolio returns by just a fraction of one percent, which it should surely do.

Altogether the article is a good summary of what a private investor should be using in terms of services to help them.

The other interesting article is entitled “The Generation Game” by Philip Ryland. It highlights the declining performance of UK stock markets since the 2008-09 financial crisis. He shows graphically how the FTSE-100 has fallen way behind the S&P 500 and the MSCI World Index. It makes for pretty depressing reading if you have been mainly investing in UK large cap stocks in the FTSE-100.

It reinforces the message that if you want a decent return from your equity investments you need to include overseas markets in your holdings and small and mid-cap companies in the UK. That is what has worked in the last few years and I expect it to continue to be the case.

Why? Because the growth is present in those companies while the FTSE-100 is dominated by dinosaurs with no growth. Technology stocks are where growth is now present when there are few in the FTSE-100. In fact the market cap of Apple now exceeds the whole of the FTSE-100.

The UK has become particularly unattractive for technology stock listings due to excessive regulation and over-arching corporate governance rules that divert management time. Meanwhile the UK economic environment still relies a great deal on cheap labour provided often by immigrants while our education system fails to encourage technical skills.

The Government has taken some steps to tackle these issues but not nearly enough while politicians have spent time on divisive arguments about how to deal with the Covid epidemic and about trivia such as Christmas parties and redecoration of the Prime Ministers apartment.

There are of course bright spots in this economic gloom and generalising about the state of the country is always going to lead to mistaken conclusions. We are probably no worse than most countries if you examine their politics and the UK economy does seem to be relatively healthy.

But the key message is that if you want to make real money investing in equities you need to be selective and not just follow the crowd, i.e. don’t just rely on index trackers.

Those are my thoughts for investment in the New Year.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

Baronsmead VCT – More Corporate Governance Issues

I mentioned in a previous blog post that covered Northern Venture Trust that “VCTs are a perpetual problem in relation to excessive management fees, poor corporate governance, and general behaviour prejudicial to the interests of shareholders”.

Now we have an AGM for Baronsmead VCT (BVT) in prospect on the 16th February. As a holder I will be expressing the following concerns to the Chairman:

  • In the last year the board has appointed two new directors, Michael Probin and Fiona Miller Smith. Michael Probin undoubtedly knows a lot about the VCT sector because for many years he was the Investor Relations Manager at Livingbridge. But they were the investment manager for the Baronsmead VCTs until Livingbridge sold its investment management business to Gresham House so Michael Probin can hardly be considered to be “independent”. Even Fiona Miller Smith’s appointment is questionable because the Annual Report says she worked for Murray Johnson Private Equity in the past. Now Murray Johnson used to manage VCTs but their track record was atrocious, they lost the management contracts as a result and Murray VCTs subsequently changed their names. I will therefore be voting against the appointment of both Michael Probin and Fiona Miller Smith.
  • Another concern is that the AGM is to be a physical only meeting not a hybrid one. So people like me who are particularly vulnerable to Covid infection are very unlikely to attend. Bearing in mind the average age of VCT shareholders, this is certainly going to deter many shareholders from attending. It is quite unreasonable not to provide an electronic attendance option for investors while the Covid epidemic is still prevalent.
  • Lastly, the Chairman of the company, Peter Lawrence, was first appointed a director of one of the Baronsmead VCTs in November 1999 and has been so ever since, i.e. that’s over 22 years’ service. That is an excessive length of time and is contrary to the principles embodied in the UK Corporate Governance Code. He cannot be considered independent. This length of service is even contrary to the “Tenure Policy” of the company stated at the top of page 51 of the Annual Report. I will therefore yet again be voting against his reappointment as I have done in prior years for a number of reasons.

In summary, although the company like many VCTs reported a good financial performance last year (total return up 25.8%) this does not offset the questionable corporate governance. It also means that the company paid out a performance fee of £1.9 million thus increasing the overall expenses of the company to 3.0% of closing net assets. An excessive figure in my view when performance fees are simply unnecessary in VCTs.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.