Regulating Consumer Investments and Company Register Reform

 The Financial Conduct Authority (FCA) have launched a consultation on the Consumer Investment Market. They consider it a priority to reduce the harm that many consumers suffer from fraud in this sector. The FCA has this to say:

“We have made significant improvements to this market to protect consumers. But there are over 5,000 financial adviser firms and more than 27,000 individual advisers acting as intermediaries between the consumer and their investment. Dominated by small firms, these complex chains of interdependent products and services – some of which are beyond our regulatory remit – make it easy for bad actors to ‘hide’ and challenging for us to oversee. The consumer investment market is not working as well as it should. Too often consumers receive lower returns than they should because of unsuitable products with high fees. Too often there have been scams and scandals in this market leading to consumer loss. Too often consumers leave their savings in cash because they don’t have confidence in the alternatives. That’s why we have made Consumer Investments a priority in our current Business Plan”. They also say:

“Some of the most serious harms we see relate to investments outside our regulatory perimeter and online scams, many based overseas. We have limited powers and capabilities in this space, in particular in our ability to deal with online promotions”. This is now a major problem that the FCA has been particularly poor at dealing with as Mark Taber regularly points out.

The “Call for Input” document only has 38 complex questions so I suspect they are unlikely to get many responses from real consumers, but those interested in financial markets may care to read it. See here:  https://www.fca.org.uk/publications/calls-input/consumer-investments

The Government BEIS Department consulted previously on modernising Companies House who maintain the register of companies. The Government’s response to the consultation has now been published. You can read it here: https://www.gov.uk/government/consultations/corporate-transparency-and-register-reform

Company registration, and the identification of company directors is clearly a very essential element in preventing frauds of all kinds, but has been woefully inadequate in the past. The identify of directors is not checked and Companies House even has very limited abilities to query new applications. So you could probably set up a company called Mickey Mouse Ltd with the sole director named as Mickey Mouse. Indeed I did check to see if there was such a company registration. Yes there is a company of that name, although the sole director’s name is different.  

The report even says: “There are benefits to the UK’s fight against crime: these reforms will increase the accountability of those few that transgress. As noted, the volume of economic crime in the UK is immense and growing. It accounts for almost one third of all crime experienced by individuals. The Home Office estimates that the social and economic cost of fraud to individuals in England and Wales is £4.7 billion per year and the social and economic cost of organised fraud against businesses and the public sector in the UK is £5.9 billion.

We will be able to trace and challenge those who misuse companies through the improved information on those who set up, own, manage and control companies. In partnership with others, our improved analytical capacity will use this information to detect suspicious activity earlier and hold those responsible to account”.

The recommendation to tighten up on the identities of directors has been generally supported so that is likely to be progressed. The ability to suppress some personal information will also be enhanced to improve security over that.

In general I suggest company directors and shareholders should welcome the proposals as a step forward in modernising Companies House, but you may care to review the details.

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

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Record Fine on Deloitte, But It’s Not Enough

 The Financial Report Council (FRC) has fined accounting firm Deloitte £20.6 million (including costs) for its defective auditing of Autonomy. Deloitte is the largest of the big four audit firms and this is what the head of the firm said when talking about their 2019 results: “Our FY 2019 results are a validation of Deloitte’s strategy to deliver high-quality, globally consistent service to our clients while continuing to serve the public interest and working to restore trust in capital markets”.

Revenue of the firm in 2019 was $46.2 billion. The average payout to UK partners was £882,000 and there were 699 partners (i.e. a total paid of £616 million). That size of fine therefore will not worry them much. The fine should surely have been much greater!

The fine is the biggest yet issued by the FRC which at least means it’s a step in the right direction, but still not far enough.

This is some of what the FRC said about the case:

“The Tribunal found that each of Deloitte, Mr Knights and Mr Mercer [the two responsible audit partners] were culpable of Misconduct for failings in the audit work relating to the accounting and disclosure of Autonomy’s sales of hardware during FY 09 and FY 10.  They failed to exercise adequate professional scepticism and to obtain sufficient appropriate audit evidence.  Deloitte should not have issued unqualified audit opinions in these years based on the audit evidence obtained. Deloitte, Mr Knights and Mr Mercer fell seriously short of the standards to be expected of a reasonable auditor.

Similarly, in relation to certain of Autonomy’s sales to VARs, the Tribunal found that Deloitte, Mr Knights and Mr Mercer were culpable of Misconduct for failing to obtain sufficient appropriate audit evidence and for a lack of professional scepticism in relation to the nature of these sales.  Deloitte and Mr Knights should not have issued an unmodified audit opinion in FY 09 without obtaining further audit evidence.

The Tribunal commented that ‘…it is the wholesale nature of the failure of professional scepticism in relation to the accounting for the hardware sales and the VAR transactions as well as our findings of Misconduct and of breaches of Fundamental Principles that make this case so serious’.

The Tribunal also made findings of Misconduct in relation to the consideration by Mr Knights and Mr Mercer of Autonomy’s communications with its regulator, the FRC’s Financial Reporting Review Panel (FRRP), in January 2010 and March 2011 respectively.  Mr Knights acted recklessly and thus here with a lack of integrity. Mr Mercer failed to act with professional competence and due care”.

Autonomy was acquired by HP who relied partly on the audited accounts no doubt but subsequently had to write off $8.8 billion related to the acquisition. Both criminal and civil law suits over the accounts of Autonomy are still live.

Altogether a disgraceful example of how the auditing profession is being brought into disrepute of late.

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

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The Advantages of Investment Trusts

The AIC has issued a video which spells out some of the advantages of investment trusts over open-ended funds. They spell out that with most investment products you don’t have a say, but with investment trusts you do because you can vote on important decisions about how your company is run and what it invests in. You can also attend the Annual General Meeting (AGM) to meet, and question, the board directors and the investment manager. Investment companies also have independent boards of directors.

You may think that all of this is theoretical and in practice shareholders have little influence. But that is not the case. When push comes to shove, shareholders can change the fund manager and even the board of directors. I have been involved in several campaigns where this actually happened – not just in smaller companies such as in VCTs but at Alliance Trust. The outcome is usually positive even if a revolution does not actually take place.

But attending AGMs is now only available as an on-line seminar using various technologies. I have attended several in the last few weeks of that nature, and they are less than perfect in some regards. Technology is not always reliable and follow up questions often impossible. But they do save a lot of time in attending a physical meeting and they are certainly better than nothing. I look forward to when AGM events can return in a “hybrid” form where you can attend in person or via a webinar.

The AIC video is available from here: https://www.theaic.co.uk/aic/news/videos/your-investment-company-having-your-say

Brexit

I see my local M.P. Sir Bob Neill, is one of the troublemakers over the Internal Market Bill. He gave a longish speech opposing it as it stands in the Commons. But I was not convinced by his arguments. Lord Lilley gave a good exposition of why the Bill was necessary on BBC Newsnight – albeit despite constant interruptions and opposing arguments being put by the interviewer (Emily Maitlis). A typical example of BBC bias of late. Bob Neill is sound in some ways but he has consistently opposed departure from the EU and Brexit legislation. To my mind it’s not a question of “breaking international law” as the unwise Brandon Lewis said in Parliament but ensuring the principles agreed by both sides in the Withdrawal Agreement are adhered to. Of late the EU seems to be threatening not to do so simply so they can get a trade agreement and fisheries agreement that matches their objectives.

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

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British Smaller Companies VCT AGM

I “attended” the British Smaller Companies VCT Annual General Meeting today via Zoom. This was yet another variant on the practice of virtual AGMs. But there were apparently about 30 people connected which is more than they normally get of shareholders at their AGMs.

It was well managed with no significant technical problems, unlike others recently I have attended. Shareholders could vote for or against the resolutions on the day by using a Zoom Vote facility to give an instant poll result (rather like a “show of hands” vote which is technically what I assume it was although that was not made totally clear). The poll votes were given after each resolution was voted upon. The proxy counts were also displayed at the end. All proxy counts were in favour with the highest opposition being 11% against share buy-backs (probably by ill-informed investors as these are quite essential in my view in VCTs).

The poll figures showed only one or two people voting against a few of the resolutions. I voted against the remuneration resolutions and against the re-election of Chairperson Helen Sinclair – partly because she was first appointed in 2008, and for historic reasons.

Shareholders could submit questions previously or at the meeting by typing them in (but no follow-up possibilities). Not as good as a verbal question/answer model.

David Hall gave a short presentation on the results before questions. They achieved a total IRR of 5.4% last year, depressed by the Covid epidemic as their year end is March. The epidemic had a varied impact on their portfolio holdings, but there has been a bounce back since the year end.

There was a question on dividend policy and the answer was that the current policy will remain in the short term.

The meeting was relatively short with most of it taken up by the voting procedure. But it was certainly better than not allowing any shareholder attendance as other companies have been doing.

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

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EMIS Interims, AstraZeneca and Brexit

Healthcare technology company EMIS Group (EMIS) issued some interim results this morning. This is one of my longest standing holdings first purchased in 2011 although it has not been one of my greatest investments – overall total return over the years of only 9% per annum. But I did buy some more in March as I considered it would be a defensive share during the epidemic and might actually benefit from the medical crisis. That has turned out to be generally true.

Revenue was down by 2% however and adjusted profits likewise and it appears that business-to-business activity has been constrained but the share price has risen by 5% today (at the time of writing). Some effort has clearly been put into meeting new requirements from the epidemic but a new EMIS-X module was announced (EMIS-X is a new modular platform they are developing). However, it does seem that EMIS-X is slow in arriving in comparison with my expectations.

The health system is becoming more digitised so EMIS is in a good place and unlike other companies who are chopping their dividends, EMIS announced a 3% increase in the interim dividend.

For those who are not big consumers of health services like me it is truly revolutionary how the world has changed of late. Email discussions with GPs and video conversations are now enabled and the whole health system is more responsive. But it is getting more difficult to actually see a doctor in person which is sometimes still required.

Edison have published a video interview with the CEO of EMIS which you can watch here: https://www.edisongroup.com/edison-tv/emis-group-executive-interview/

As regards the epidemic AstraZeneca have indicated they have put their clinical trial of a vaccine on hold due to a possible adverse reaction in one patient. It may purely be a random effect. But with lots of competitors for a vaccine and a low probability of any one making money, this is not necessarily significant news.

Brexit

I was very amused to see Government Minister Brandon Lewis admitting in Parliament that it will break international law over the Brexit withdrawal treaty, in an attempt to “rewrite” it or “clarify” it depending on who you care to listen to. I would not rate Mr Lewis very highly in terms of his knowledge of the law having met him when he was a Government Minister in a different role. We discussed the use of police waivers of prosecutions for speeding offences which I consider an abuse and a perversion of justice. He simply suggested it was a form of “plea bargain”. Not that they are part of the UK judicial system of course so it was a very odd response.

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

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Boris Johnson Not Backing Down and the Technology Stocks Bubble

Today I received an email from the Conservative Party signed by Boris Johnson and entitled “I will not back down”. The first few sentences said:

“We are now entering the final phase of our negotiations with the EU. The EU have been very clear about the timetable. I am too. There needs to be an agreement with our European friends by the time of the European Council on 15 October. If we can’t agree by then, then I do not see that there will be a free trade agreement between us, and we should both accept that and move on. We’ll then have a trading arrangement with the EU like Australia’s. I want to be absolutely clear that, as we have said right from the start, that would be a good outcome for the UK”.

But he says the Government is still working on an agreement to conclude a trade agreement in September. However the Financial Times reported that there are problems appearing because the “UK government’s internal market bill — set to be published on Wednesday — will eliminate the legal force of parts of the politically sensitive protocol on Northern Ireland that was thrashed out by Mr Johnson and the EU in the closing stages of last year’s Brexit talks”. It is suggested that the EU is worried that the Withdrawal Agreement is being undermined. But reporting by the FT tends to be anti-Brexit so perhaps they cannot be relied upon to give a balanced commentary on the issues at present.  

Of course this could all just be grandstanding and posturing by both the UK Government and the EU to try and conclude a deal in their favour at the last minute. But we will have to wait and see what transpires.

Well at least it looks like Brexit news will dominate the media soon rather than the depressing epidemic stories.

Technology Stocks Bubble

Investors seem to have been spooked last week by the falls in the share prices of large technology stocks such as Apple and Tesla (the FAANGs as the group are called). This resulted in overall market falls as the contagion spread to many parts of the market, particularly as such stocks now represent a major part of the overall indices. I am glad to see my portfolio perked up this morning after substantial falls in my holdings of Polar Capital Technology Trust (PCT) and Scottish Mortgage Investment Trust (SMT) both of whom have big holdings in technology growth stocks although they are not index trackers.

I’ll give you my view on the outlook for the sector. Technology focused companies should be better bets in the long-term than traditional businesses such as oil companies, miners and manufacturing ones. There are strong market trends that support that as Ben Rogoff well explained in his AGM presentation for PCT which I mentioned in a previous blog post.

But in the short term, some of the valuations seem somewhat irrational. For example I consider Tesla to be overvalued because although it has some great technology it is still in essence a car manufacturer and others are catching up fast. Buying Tesla shares is basically a bet on whether it can conquer the world and I don’t like to take those kinds of bets because the answer is unpredictable with any certainty. I would neither buy the shares nor short them for that reason at this time. But Tesla is not the whole technology sector.

Some technology share valuations may be irrational at present, but shares and markets can stay irrational for a very long time as different investors take different views and have different risk acceptance. In summary I would simply wait to see if there is any certain trend before deciding to buy or sell such shares or the shares of investment trusts or funds focused on the sector.

Investment trusts are particularly tricky when markets are volatile as they often have relatively low liquidity and if stocks go out of favour, discounts can abruptly widen. Trading in and out of those kinds of shares can be very expensive and should be avoided in my view.

I don’t think we are in a technology stocks bubble like in the dot.com era and which I survived when anyone could sell any half-baked technology business for oodles of money to unsophisticated investors. But it is worth keeping an eye on the trends and the valuations of such businesses. Very high prospective/adjusted p/e ratios or very high price/sales ratios are still to be avoided. And companies that are not making any profits or not generating any free cash flow are ones of which to be particularly wary (Ocado is an example – a food delivery company aiming to revolutionize the market using technology). Even if the valuations are high, if a company is achieving high revenue growth, as Ocado is, then it might be able to grow into the valuation in due course but sometimes it just takes too long for them to do so. They risk being overtaken by even newer technologies or financially stronger competitors with better marketing.

Investors, particularly institutional ones, often feel they have to invest in the big growth companies because they cannot risk standing back from the action and need to hold those firms in the sector that are the big players. Index hugging also contributes to this dynamic as “herding” psychology prevails. But private investors can of course be more choosy.

This is where backing investment trust or fund managers who have demonstrable long-term record of backing the winners rather than you buying individual stocks can be wise. Keeping track of the factors that might affect the profits of Apple or Tesla for an individual investor can be very difficult. Industry insiders will know a lot more and professional analysts can spend a lot more time on researching them than can private investors. It is probably better for private investors to look at smaller companies if they want to buy individual stocks, i.e. ones that are less researched and are somewhat simpler businesses.

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

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Polar Capital Technology Trust AGM Report

Today I “attended” the Annual General Meeting of Polar Capital Technology Trust (PCT). This was a very good example of how to run a “virtual” AGM, unlike some I have attended recently. It included the ability to vote within the meeting and ask questions. It used the Lumi platform.

The meeting was chaired by Sarah Bates, and all the directors were in attendance and introduced themselves. Sarah “dropped out” at one point but another director immediately took over. Voting was done on a poll and only the two unusual resolutions were described (the continuation vote and remuneration policy).

The main part of the meeting was taken up with a presentation by fund manager Ben Rogoff which appeared to be pre-recorded and hence lacked spontaneity. But he is always worth listening to as he covers the trends in the technology world very well. I won’t cover it in detail as the recording is available on the company’s web site and much of it is in the Annual Report.

The NAV per share value was up 18.6% on the year and has continued to rise since the year end. Large cap stocks have been the drivers. Ben stated that the aim was to beat their benchmark by 2% and he covered some examples of major holdings.

There were only a few questions answered in the meeting. One was about the concentration of the portfolio in large cap stocks. The answer in essence was that reflects the market trend and hence has been a successful strategy. Another question was on portfolio turnover which was 87%. This apparently rose during the recent market turmoil. Only one question was on the formal business which related to whether repurchased shares were ever issued at a discount. The answer was no.

This is one of the few companies I hold where I can vote “for” to all the resolutions.

In all, a very well organised and run meeting that lasted only 50 minutes. I sometimes find at some of these events I can be doing something else such as checking emails at the same time as I have two screens on my desk, but not this one. Ben Rogoff speaks so fast and without any frippery you have to pay attention.

I would just like to highlight a couple of comments by the fund manager in the company’s annual report to give some insight into the world economy. To quote from it:

  1. “Our own outlook is broadly in-line with the current consensus which (we believe) assumes a limited lockdown period (2–3 months) that is followed by a recovery hampered by social distancing restrictions ahead of a vaccine in 2021 beyond which things ‘normalise’. During this time, policymakers are likely to do whatever is required to preserve the financial system. Their efforts thus far have been nothing short of spectacular. Interest rates have been slashed to zero in nearly all developed economies, while central banks have already expanded their collective balance sheet by an estimated $4trn, led by $2.4tr from the Federal Reserve (Fed). By the end of 2021, the G4 plus China are expected to have increased their balance sheets by $13tr with the Fed and the ECB balance sheets exceeding 50% of GDP. Unlimited QE from the Fed, the world’s lender of last resort, has effectively taken on private sector credit risk. Fiscal stimulus has also been ‘eye popping’ with US efforts estimated at $2.6trn, close to double anything seen in over a century with its flagship Coronavirus Aid, Relief and Economic Security (CARES) Act worth c.9% of GDP and double the size of the intervention following the financial crash in 2008. While different countries have adopted varied approaches, total worldwide stimulus has been estimated at $15tr to date, equivalent to c.17% of the global economy last year.

2. COVID-19 represents one of those generational moments when normality is suspended. Usually, these are deeply personal moments when the passage of time is interrupted by news of serious illness or an unexpected development that changes everything. Once life restarts, for some it simply snaps back to its earlier state. But for many, the timeout allows them to recalibrate and focus on what really matters to them. Our sense is that COVID-19 will result in societal recalibration – permanent changes that persist long after the pandemic – many of which will seem obvious in the fullness of time. The success of work from home (WFH) together with challenges to mass transit systems posed by social distancing means that many of us are unlikely to work as we did previously. This may have a profound and lasting impact on demand for commercial property, coffee shops (as a ‘third space’), business travel and even the role of cities. Rather than trying to move people at high speed in and out of business hubs (with HS2 expected to cost more than £106bn) perhaps infrastructure spending should be redirected to providing nationwide high-speed Internet. If we came to dominate the world because sapiens were the only animal able to assemble and cooperate flexibly in large numbers, then in a socially distanced world the case for universal internet access has never looked stronger”.

I totally agree with the last comment. Building railways which are certainly “old technology” at great expense seems somewhat perverse.

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

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Modernisation of Stamp Duty

HMRC have announced a “Call for Evidence” on the “Modernisation of Stamp Taxes on Shares Framework”. If you deal mainly in the shares of public companies you may not know much about this subject – I certainly don’t. But the consultation document is very enlightening – see link below. That’s if you can understand it because this tax seems to be like capital gains tax – horribly complicated as it has been built up over many years and with a large number of exceptions.

It is of course called “stamp duty” because back in time the transfers of title actually had to have a postage stamp affixed to the document as evidence that tax had been paid, or be otherwise “embossed”. Wikipedia has a good account of the history of stamp taxes. In the past it was even applied to patent medicines, gold and silver plate, hats, gloves, solicitors licences, pawnbrokers licences, hair powder, perfumes and cosmetics. Perhaps we should thank that it is only applied to shares and property/land at present.

Here’s what I thought I knew about it before reading (other readers can correct me if I have anything wrong):

Public company shares are almost all cleared through Crest and subject to Stamp Duty Reserve Tax (SDRT) which is collected by the transacting stockbroker from the purchaser at the current rate of 0.5%. But if you are arranging the transfer of certificated shares directly from an existing holder (for example if you are acting as executor for someone who has died holding such shares) then until recently you had to physically visit the Stamp Office or post the transfer document to them so they could physically “stamp” it. The share registrar would not accept the transfer form without it being stamped first. Needless to say, with the Covid-19 epidemic rampaging, HMRC now accept emailed documents and electronic signatures instead which just about gets them into the twenty-first century.

Transfers of private company shares (or public company shares not in Crest – I recall there are a few), have to go through the same process. In the past this meant large deals could be delayed from completion while awaiting stamping.

But some shares are exempt from stamp duty. You don’t pay stamp duty on shares where the company is registered in a foreign country (outside the UK). But Wikipedia says this: “A unique feature of SDRT, compared to other purely domestic taxes in the United Kingdom, is that more than 40% of the annual intake is collected from outside the UK, thus creating an annual inflow of approx. £1.5 billion from foreign investors to the UK government”. This appears to relate to transfers of offshore (i.e. non-UK) investors, primarily US fund managers who operate depositary receipt or clearing schemes on which a higher rate of SDRT is paid.

The UK may be the only country that penalizes its investors for buying British companies – buying in a market outside of the UK isn’t subject to a charge, and neither are investments in bonds issued by corporations or the government.

However shares in AIM listed companies are also not subject to stamp duty as it was abolished in 2014 – with one exception – those of AIM companies that are “dual listed”, i.e. also listed on another recongized public exchange.

Certificated shares are also exempt in the following circumstances:

  1. shares that you receive as a gift and that you do not pay anything for (either money or some other consideration)
  2. shares that your spouse or civil partner transfers to you when you marry or enter into a civil partnership
  3. shares held in trust that are transferred from one trustee to another
  4. transfers that a liquidator makes as settlement to shareholders when a business is wound up
  5. shares held as security for a loan that are transferred back to you when you repay the loan
  6. transfer to the beneficiaries of a trust when the trust is being wound up
  7. shares that someone leaves to you in their will
  8. shares transferred to you when you get divorced, or when your civil partnership is dissolved
  9. certain types of loan capital
  10. shares valued at less than £1,000.

Such transfers still need “stamping” but with exemption claimed.

To quote from the consultation document: “Some of the most common Stamp Duty reliefs which customers claim relate to companies: intra-group relief; acquisition relief and reconstruction relief. Because the reliefs exist only in Stamp Duty and not in SDRT, anyone subject to SDRT who wants to claim those reliefs has to convert the share certificate into paper form from electronic form and submit that instrument for stamping under Stamp Duty. This creates administrative costs for both the customer and HMRC”; or complex work-arounds.

Note that Stamp Duty and SDRT are two separate taxes with slightly different rules. This undoubtedly creates confusion. HMRC does not have powers to enforce collection of stamp duty (but it does for SDRT) and there is nothing in legislation to say who is liable to pay it. However an unstamped instrument cannot be used as legal evidence.

There is another very big exemption from stamp duty and that is for “intermediaries” such as market makers. To quote from a 2015 paper by Prof. Avinash Persaud which is definitely worth reading (see link below):

“Comparing tax revenues and turnover suggests that a little more than a third of total turnover in UK equities; 37% is subject to the tax, and 63% of turnover is between tax-exempt parties. The principal exemption or relief from stamp duties on share transactions is a share purchase by an intermediary. The intention of this relief is that entities that provide liquidity to financial markets, by standing ready to buy or sell securities from others and accepting an obligation to trade when requested during the trading day, should be tax exempt. The intention of market makers is not to hold on to the security or make money from doing so but rather to facilitate trade; hence the payment of stamp duty is deemed inappropriate. Turnover between genuine market makers is significant, but it is a far cry from 63% of turnover. Prior to the advent of High Frequency Trading (HFT), approximately 20% of turnover used to be driven by market makers.

It is clear that in the UK, the intermediary exemption from stamp duty is being abused. It has become stretched to include activity that was not strictly intended by the law. The balance of the turnover of exempt parties, which is not genuine market making, is largely made up of High Frequency Trading (HFT) and the non-market making activities of intermediaries. Most significant is the turnover generated by intermediaries hedging in the share markets their end-customers’ activity in Contracts for Differences (CfDs), Financial Spread Bets (FSBs) or other derivative instruments. This is certainly not market making”.

A way for private investors to avoid stamp duty on share transactions is to use Contracts for Difference (CFDs) or Spread Bets. These are considered to be “derivatives” but why should they be exempt?

This raises the whole question as to why some transactions are exempt while others not. Why should professional investors not incur the tax while private investors do so? And why should derivatives such as CFDs be exempt? And why should high frequency traders be exempt? What is the logic behind these rules as they tend to encourage speculation as opposed to long-term investment.

But it seems that HMRC are not of a mind to consider the principles of these taxes, just some of the administrative issues.

For more information, see https://www.gov.uk/government/consultations/call-for-evidence-modernisation-of-the-stamp-taxes-on-shares-framework ; and

Persaud Paper: http://www.stampoutpoverty.org/live2019/wp-content/uploads/2015/04/Closing-the-loophole.pdf

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

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Northern 2 VCT AGM – A Totally Undemocratic Affair

I attended the Northern 2 VCT Annual General Meeting yesterday via Zoom. This was a most disappointing event.

There were three directors physically present and Tim Levett gave an overview of the company’s new investments and the top ten holdings. But when it came to the formal business they took a show of hands vote which is totally meaningless when only the directors were permitted to be present.

They did show the proxy counts, so they may have won a poll vote anyway but that is not the point. It should have been a poll vote.

The Chairman did suggest they would answer questions submitted prior to the event, but they did not specifically respond to the comments I submitted in advance. These were:

A – There are too many directors on the board who have served for more for more than 9 years. Too long! [in fact there are three out of five with more than 9 years which is contrary to the UK Corporate Governance Code unless reasons are given.  They did refer to the AIC Code but I do not accept that this should be used and it is simply not good enough for other directors to simply say they consider them independent. Is length of service a problem? I certainly think so. One only has to consider the recent case of Wirecard where the 75-year-old Mr Matthias had been Chairman for more than a decade until recently. Would such a massive fraud have taken place if the board had been regularly revived? In investment trusts it is particularly problematic as the directors can build very close and inappropriate relationships with the fund managers].

B – There is no clear statement of total return for the year in the Annual Report, and percentage change over the prior year). [There was no reference to this at all by the directors, but on my calculation it was -3.9% last year. That’s actually better than some other VCTs. Many VCTs had to mark down the valuations of some of their early stage businesses, but as the results were only to the end of March, there may be worse news to come].

Despite the use of Zoom, there was no interaction with the audience whatsoever with no opportunity to ask supplementary questions. I have no idea even how many shareholders attended.

A quite disappointing event and not how to run an AGM even bearing in mind the current restrictions.  

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

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Victoria and Downing One VCT Annual Reports, and Rio Tinto Mea Culpa

With it being all quiet on the financial front, with a lot of people on holiday, I had the time to read a couple of Annual Reports over the weekend. First came Victoria (VCP), a producer of flooring products (carpets and tiles) in which I have a relatively small holding. Chairman Geoff Wilding always has some interesting things to say and their Annual Report is an exemplary model of shareholder enlightenment.

He commences with this statement: “There is an old Yiddish adage which, loosely translated, says “If you want to make God laugh, tell him your plans”. It is safe to say that when Victoria developed its business plan for 2020/21 at the start of this year, we did not factor in the complete economic shutdown in most of the various countries in which we operate”. He does briefly cover the latest business position but the Annual Report covers the year to the end of March so it is mainly historic data.

It was interesting to read this section: “A core element of our UK growth strategy, made possible due to the scale of our business, is our logistics operation, Alliance Flooring Distribution. 18 months ago, we made the decision to invest heavily in logistics, accepting the consequential temporary loss of some margin, in the belief that our customers – flooring retailers – would highly value reliable on-time delivery of carpet, cut precisely to size for a specific consumer order. This has meant that they can hold less inventory, freeing up cash from their working capital, and devote more space in their stores to point of sale rather than using it to warehouse product, and reduce waste, improving their margins. (Carpet is produced in rolls 25m long. However, houses rarely need exactly a full roll and retailers would invariably be left with a typical leftover 2-3m “short end”, which would be thrown away. In contrast, given our high volume of orders and sophisticated cutting planning software, our wastage is much lower). And this is exactly how it has turned out”.

Going back into history, in 1980 I developed a similar system for Harris Carpets to establish a computer system to optimise their central carpet cutting operations and minimise “remnants” or “short-ends”. This proved to be one of their key competitive advantages. Similar systems have been used by other big carpet retailers and distributors since, but the carpet market is still dominated by smallish local operations so you can see the advantages that Victoria might gain.

The second annual report I read was that of Downing One VCT (DDV1). Apart from a very poor financial performance for the second year running, the report fails to cover several important items.

Firstly there is no information on the length of service of the directors, nor their ages. It is now convention not to report the ages of directors which I consider unfortunate but they should at least state when they joined the board so we can see their length of service. Ages can of course be easily looked up at Companies House – they are 60, 71 and 75 years for the three directors.  Are ages and length of service important? I think they are simply from my experience of boards and their performance.

But the really big omission is that the substantial loss reported of £23.8 million partly included a “Provision for doubtful income” under Other Expenses of £2.1 million in Note 5 to the Accounts. What is that? I cannot spot any explanation in the report. I have sent a request for more information to the company.

Rio Tinto (RIO) published an abject apology this morning for their destruction of a cultural heritage site in Juukan Gorge in Australia. They say “The board review concluded that while Rio Tinto had obtained legal authority to impact the Juukan rockshelters, it fell short of the Standards and internal guidance that Rio Tinto sets for itself, over and above its legal obligations. The review found no single root cause or error that directly resulted in the destruction of the rockshelters. It was the result of a series of decisions, actions and omissions over an extended period of time, underpinned by flaws in systems, data sharing, engagement within the company and with the PKKP, and poor decision-making”. They propose a number of improvements to avoid the problems in future. In the meantime they are knocking off £2.7 million from the possible bonuses under the STIP and LTIP schemes available to CEO J-S Jacques and large amounts from two other senior executives. That should hurt enough I think. 

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

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