Inflation and EKF AGM

Inflation is certainly a big problem with the news that it is now at 9% and heading higher in the UK. Most advanced countries have been hit in the same way due to higher energy and food costs but the UK is certainly leading the bunch due to past mistakes over energy policy.

What annoys me is not so much the price inflation as when companies shrink their packaging as happened recently to Kellogs Cornflakes and Nescafe’s Azera Coffee tins, while no doubt maintaining the same price.

I thought the price of microwave ovens had suffered from gross inflation when my wife bought a replacement for £529. That’s after I managed to fry the old one by leaving a potato in it. But looking at the market you can buy a perfectly good one for £60. I don’t think my wife is very price sensitive! She clearly thinks we are rich when with the stock market declining we are getting poorer.

With the sun out, the sky is blue and there is no cloud in the sky it’s difficult to focus on financial matters. But I did watch the EKF Diagnostics (EKF) Annual General Meeting this morning. This was run as a hybrid event run via Zoom with about 9 people on-line and at least one ordinary shareholder physically present. The acoustics were not good though so difficult to hear the questions posed by the one present and at some point multiple people speaking at once was confusing.

There were a number of questions posed on-line or received in advance. I’ll only mention some particularly interesting comments. The company has plans to launch a sepsis test for use in critical care environments in 2023 with clinical trials at the end of this year. That would be of great use as I almost died from sepsis in hospital after a minor surgical procedure a few years back. It can be difficult to diagnose at present.

There were some interesting comments on the difficulty of getting approval for medical devices in China. Regulations are used to block foreign products it appears. The company needs to change its strategy for that market.

The point of care market is growing at 6% per year but there is higher growth in the enzyme market hence the focus on that.

The meeting lasted about 50 minutes and was of some use.

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

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Gamma Communications AGM and FCA News

I have received the Annual Report and Notice of the Annual General Meeting for Gamma Communications (GAMA). Despite the fact that this company specialises in electronic communications and actually say in their Annual Report that “This year we have adopted a digital first approach reflecting how we operate as a business”, they expect me to physically attend the AGM in central London at 10.00 am on the 19th May. There is no electronic attendance via web cast or hybrid meeting supported. This is a waste of my time for what is likely to be a routine event. I have written to the Chairman to complain.

Their registrar Link Group also failed to include a proxy voting form with the AGM Notice so I had to use my own. This is a repeated failing recently by Link Group which undermines shareholder democracy. They seem to be trying to force everyone to register for their electronic voting system. I don’t mind voting electronically but that should be provided by a simpler system such as that used by Computershare.

The Financial Conduct Authority (FCA) have published a press release that says “The FCA has finalised rules requiring listed companies to report information and disclose against targets on the representation of women and ethnic minorities on their boards and executive management, making it easier for investors to see the diversity of their senior leadership teams”. They have simply gone ahead and implemented new rules that were the focus of a public consultation which I severely criticised – see https://roliscon.blog/2021/08/06/diversity-but-at-what-cost/ . What feedback did they get to the public consultation? They have not said and no report has been published on it. I have asked for more information to see what support they got for these proposals which I consider to be political gestures which will have no benefit but add a lot of costs to listed companies.

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

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Alliance Trust, Segro and NatWest AGMs

Yesterday I attended the Annual General Meeting of Alliance Trust (ATST) online. This at least enabled me to avoid travelling to Dundee and I am still avoiding physical meetings because of the Covid risk. From the experience of one tradesperson who visited us yesterday this is still very sensible I think – he caught it in London but had been very unwisely avoiding vaccination – as a result he spent several days in hospital with pneumonia despite being a young and fit person beforehand.

The Alliance Trust AGM was held as a “hybrid” meeting using the Lumi platform which enables on-line voting and was a very well managed event.

Alliance Trust is of course a generalist global trust and after a difficult few years in the past have now reverted to being one of those trusts suitable for widows and orphans, or anyone who desires a “simple, high-quality way to invest in global equities at a competitive cost” to quote from their Annual Report. They use WTW to select and manage a portfolio of independent fund managers.

The Chairman, Gregor Stewart, made the following comments. They outperformed their benchmark in the first half of the year but underperformed in the second half. This was due to the market being focussed on a few large US technology stocks in which they are underweight. But the dividend was increased last year with a total increase of 32.5%. NAV Total return was 18.6%. The discount to NAV has widened but that is true of most investment trusts as people lost confidence in the stock market and its prospects.

When it came to the Q&A session, one shareholder questioned the increase in the dividend which was done by paying out capital profits. The Chairman’s response was that there were differing views on this issue and they had consulted shareholders who generally thought the yield needed to come up a bit. Longer term their expectation is that dividends will be covered by income. Comment: Capital growth retained within the trust is tax free while if it is paid out as income you get taxed on the dividends. So I would personally prefer they not do this. But I can understand why some people would prefer increased dividends and companies in which they are invested are tending to pay lower dividends (the very high dividend payers are often mature businesses in sectors to be avoided). There is also the problem that Alliance may look less attractive to investors if they pay a headline lower yield than other similar trusts. In summary this is not a straightforward issue and will certainly not affect my decision to hold this trust.

Segro AGM

This was only held as a physical event yesterday although there was a recording made which I watched this morning (it’s available from their web site). There were only a few shareholders in physical attendance. Why could they not hold a hybrid meeting? They could surely afford to set one up using Lumi or other platforms.

The meeting was chaired by Gerald Corbett who is retiring this year. CEO David Sleath gave a presentation and I note here some of what he said: Adjusted eps was up 14.6%, adjusted NAV was up 39.7% and dividends were up 10%. The board believes there is a lot more growth to come due to favourable market dynamics. There is a record demand for space resulting in an unheard of vacancy rate of 3.5%.

They even reacquired some offices in Slough sold in 2016 to redevelop into industrial units. The board is confident in the outlook for the business and there is the potential to double rental income.

The Q&A was relatively brief and hampered by not everyone using a microphone so that was another organisational failure.

I commented previously on the voting for this event in March and in particular the remuneration Report and Policy (see  https://roliscon.blog/2022/03/20/its-the-agm-season-but-voting-not-easy/ ). But the actual voting as reported showed only 2.4% of shareholders voting against the Remuneration Report and 1.1% against the Remuneration Policy. This is exasperating. Irrespective of the fact that the company is doing very well and I have no complaints about the directors, the performance is due to market conditions and the remuneration is excessive.

NatWest Group AGM

The NatWest AGM is being held on the 28th April as a physical meeting in Edinburgh although there was a virtual event to enable shareholders (of which I am not one) to ask questions yesterday. Why cannot they hold a proper hybrid meeting?

Remuneration is an issue at this company also. ShareSoc have published some voting recommendations and other comments written by Cliff Weight – see here: https://www.sharesoc.org/vci/nwg-natwest-group-information-and-vote-guidance-2022/ although I understand you need to be a member to read them.

One thing Cliff said was this: “I question what was the need and rationale for the CEO to be given a 19% pay rise only 1 year into a new job – has she over delivered to such a degree that the Board think they were underpaying her?”. It’s clearly another case of excessive and unjustified remuneration which is all too common in the banking sector. NatWest is still recovering from its near collapse and effective nationalisation by the Government in the financial crisis of 2008 which it is no doubt trying to forget by changing its name from the Royal Bank of Scotland.

There is obviously still a generic problem of excessive pay for executive directors in public companies which changes to corporate governance and regulations in the last few years have failed to tackle. With votes on remuneration dominated by institutional investors who have no interest in controlling pay as they swim in the same pond, and private shareholders typically disenfranchised by obstructive platforms more substantial reforms to tackle this issue are clearly required.

In the case of NatWest, even the Government must have been consulted upon and voted to support the remuneration as they still hold 48% of the shares!

Mello Event

One physical event that investors may be interested in is the return of the three-day Mello meeting in Chiswick on the 24th to 26thof May run by David Stredder. See https://melloevents.com/ .

There is nothing like meeting companies and fellow investors in person to gain real understanding of what is going on. But regretfully David I won’t be joining you. Have just been advised to have a fifth covid vaccination!

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

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Rio Tinto AGM and Tracsis Results Webinar

I attended two webinars today. The first was the Rio Tinto (RIO) Annual General Meeting. This was a hybrid meeting run via the LUMI platform for on-line attendees (including on-line voting) although there were clearly a few shareholders in physical attendance. It was well organised.

There were good speeches from the Chairman and CEO who reported this was there third year with no fatalities – quite an achievement for a large mining company. This company is of course one of the largest mining companies in the world with a focus on copper, iron ore, nickel and lithium. There were record profits last year based on higher commodity prices and they paid out the biggest dividend ever of $16.8 billion.

It was stated that “respect for people and land is at the heart of our community” and there were multiple references to first nation people.

When it came to questions, one shareholder commented on the excessive length of the Annual Report (now 420 pages) which reinforces my comments in a previous blog post on this issue. He also requested that text be in b/w and not in multi-column format – to assist on-line reading no doubt. A good point.

Most of the questions were on environmental concerns about projects in Madagascar, Arizona, etc, so after 2 hours I switched to watching a webinar from Tracsis. There really needs to be some way to stop AGMs being dominated by environmental groups who are unable to keep their questions short and to the point. A time limit per question would be one way. And most of them would be better answered by written responses and by meetings with the CEO, for which they had apparently been given an opportunity.

The company is clearly paying a lot of attention to ESG issues anyway.

Tracsis (TRCS) is a rail technology company in which I hold a few shares. They reported interim results yesterday which were good – revenue up 31%, adjusted EBITDA up 14%, and dividend up. This was a PI World event which was well organised.

It was stated their objective is to increase recurring revenue which is something I always like in a business. There was discussion of the US rail market and the recent acquisition of Railcomm which gives them a good base from which to expand in what appears to be a very fragmented market for similar technology solutions. They are clearly intending to pursue M&A opportunities there.

I did not learn a great deal more but the CEO spoke fluently and the company clearly has growth ambitions. It was less impacted by the Covid pandemic than one might have expected last year when there was a significant reduction in rail passenger volumes and events were cancelled.

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

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It’s the AGM Season – But Voting Not Easy

We are now in the big Annual General Meeting Season as most companies now have a financial year ending in December. I try to vote all my shareholdings in the companies I hold, but it’s not always made easy.

Some companies where I have direct holdings (and hence am on the share register) no longer send out proxy voting forms. So I have to use my own (see https://www.roliscon.com/proxy-voting.html for a form you can use).

But as most of my holdings are held in ISAs and SIPPs (i.e. in nominee accounts) I have to rely on the broker providing a voting system. But most do not which I find utterly despicable. All shareholders should have the right to vote their shares and if you have an ISA account the ISA operator must vote as you instruct them to do. But not providing an on-line voting system obstructs and frustrates shareholders.

One company I hold shares in is SEGRO (SGRO) and I reviewed their Annual Report (cover photo above) today before voting my shares. This is a property company with a large portfolio of warehouses. One can hardly complain about their performance with adjusted earnings per share up 15% last year. But I voted against 8 resolutions out of 24 on the AGM Agenda.

I voted against their remuneration report and policy. The pay of the CEO last year was £5.2 million – up by 39% on last year, which I simply consider to be unreasonable and unnecessary. In addition they are proposing to increase the LTIP limit as a percentage of salary from 250% to 300%. I don’t like LTIPs at all as to my mind they don’t incentivise directors and any LTIP of more than 100% simply drives wage inflation.

I also voted against three of the directors including the head of the Remuneration Committee as I am not clear what some of them contribute in terms of experience and they have too many directors anyway.

I also voted against the share buy-back resolution as I always do as there is no justification in this business, and against the change of notice for general meetings – it’s unnecessary and potentially undermines shareholder voting.

In summary I voted against resolutions 3,4,6,9,13,19, 23 and 24 – I suggest other shareholders do the same.

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

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Baronsmead VCT AGM and P.J. O’Rourke Obituary

This afternoon the Baronsmead Venture Trust (BVT) is holding its Annual General Meeting. I made some very negative comments about corporate governance at this company in a previous blog post – see  https://roliscon.blog/2021/12/24/baronsmead-vct-more-corporate-governance-issue/ . But the good news is that long-standing Chairman Peter Lawrence is stepping down in March according to a recent RNS announcement. And about time too, one might say.

Unfortunately I will be unable to attend the AGM as it is only being held as a physical meeting so will be unable to raise the other issues mentioned in my blog post. I hope somebody else will.

The bad news yesterday was the death of wit and comic writer P.J. O’Rourke from lung cancer at the age of 74. A writer on a wide range of subjects including politics and economics and it’s not many writers who can make those topics amusing. He wrote a digest and analysis of Adam Smith’s book “The Wealth of Nations” which I commented on previously and he wrote on the war in Iraq and on motoring stories in such books as “Give War a Chance” and Holidays in Hell” which are also worth reading.

A sad loss to the world indeed and it always makes one feel depressed when someone younger than you dies – but his lifestyle certainly did not encourage an extended career.

There are lengthier obituaries in the national media which you can find on the web and which shows how influential and popular he was.

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

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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  )

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Crown Place VCT AGM Report and AIC Survey of ESG Interest

I attended the Crown Place VCT (CRWN) Annual General Meeting today via the Hopin platform. This worked well with no technical hitches.

I have held the shares in this company for a very long time. It was one of those VCTs with a difficult history originally when it was formed from three Murray VCTs. After Albion took over management it has had a good track record. Total return in the last 5 years has been 14.0%, 14.6%, 11.2%, -0.6% and 15.9% last year.

Emil Gigov, representing the manager, gave a useful presentation. Like some other VCTs I hold, it has been focussing on late on software, fintech and digital health companies which now comprise 77% of the portfolio (excluding cash) and has been selling off its asset-based investments such as care homes. It is holding a large amount of cash in the portfolio (35% of assets) and this raised a question from the audience. Why so much cash? Answer was primarily because they need to keep that to exploit future opportunities, particularly follow-on investments to existing holdings.

I asked a question which I submitted in writing during the meeting which was: “What do you think of the Chancellors announcement that all listed companies will have to state how they expect to achieve net zero, enforced by regulation?”. But I did not get an answer.

All resolutions were passed with over 90% of support. In summary there seemed to be no contentious issues at this VCT and charges are reasonable (although raised to 2.6% of assets last year due to a big performance fee).

Note that an interesting aspect on the question I posed was revealed in a survey that the AIC has published of private investors. This is what it said: “When asked what was important to them in choosing an investment, respondents ranked ESG as the least important of five factors. Among all respondents, the most important consideration was an investment’s performance record, followed by fees and charges, the fund manager’s reputation, and the asset management company’s reputation.

But one female respondent aged 59 said: ‘In my personal life I do give consideration to these things, I drive an electric car, I have a plant-based diet, I definitely have quite strong feelings about that – but hand on heart when it has come to my investments, the first thing I would look at is returns.’

ESG is more important to women than men, and more important to investors under 45 than those over 45”.

The AIC don’t give the actual numbers who responded so as investors tend to be male and over 45 perhaps this affected the outcome. Such investors are less likely to adopt extreme life styles I suggest.

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

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Two Unsatisfactory AGMs

This week I attended two Annual General Meetings – or at least attempted to do so. The first was of Ideagen (IDEA) an AIM company.

This was an “electronic” AGM with no physical attendance, held on the Lumiagm platform. I tried to log in with the Shareholder Reference Number given on my dividend certificates (I am on the share register) but it rejected it. Apparently the prefix needed to be ignored.

I contacted the support email address but by the time I got an answer the meeting was over – it seemed to last all of 5 minutes. They clearly should have provided clearer instructions. The company did send me a recording of the meeting but there seemed to be no shareholder questions which explains why the meeting was over in record time.

But the next day the votes cast at the meeting were reported and they received 63% of votes cast against the remuneration resolution with this comment added: “With respect to Resolution 4, the Company is aware that these votes against are in relation to the Company’s Long Term Incentive Plan (“LTIP”). The Company believes that the structure of the LTIP is in the best interests of all stakeholders and is fully aligned with shareholders’ interests”.

The directors would have been aware of the proxy counts before the meeting so it would have been helpful to have commented on this issue at the event. As it stands, a bland rebuttal of the obvious concerns of a large proportion of shareholders I do not find acceptable.

The second AGM I attended was that of City of London Investment Trust (CTY). I commented on this company when they published their Annual Report earlier this month. My view on the company has not changed from attending the AGM. Too much emphasis on maintaining the dividend record by investing in high dividend paying companies rather than looking at total return.

This was a hybrid AGM with attendees both present in person and electronically. I attended electronically via Zoom.

The initial words of the Chairman could not be heard and when it came to questions from the physically present attendees, he did not repeat the questions so I could not hear them – only his answers. So this was another unsatisfactory meeting in terms of electronic attendance.

Not all hybrid or electronic meetings are defective but a high proportion are in one way or another. Companies clearly have a lot to learn about how to run such meetings properly.

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

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Two Unsatisfactory AGMs

This week I attended two Annual General Meetings – or at least attempted to do so. The first was of Ideagen (IDEA) an AIM company.

This was an “electronic” AGM with no physical attendance, held on the Lumiagm platform. I tried to log in with the Shareholder Reference Number given on my dividend certificates (I am on the share register) but it rejected it. Apparently the prefix needed to be ignored.

I contacted the support email address but by the time I got an answer the meeting was over – it seemed to last all of 5 minutes. They clearly should have provided clearer instructions. The company did send me a recording of the meeting but there seemed to be no shareholder questions which explains why the meeting was over in record time.

But the next day the votes cast at the meeting were reported and they received 63% of votes cast against the remuneration resolution with this comment added: “With respect to Resolution 4, the Company is aware that these votes against are in relation to the Company’s Long Term Incentive Plan (“LTIP”). The Company believes that the structure of the LTIP is in the best interests of all stakeholders and is fully aligned with shareholders’ interests”.

The directors would have been aware of the proxy counts before the meeting so it would have been helpful to have commented on this issue at the event. As it stands, a bland rebuttal of the obvious concerns of a large proportion of shareholders I do not find acceptable.

The second AGM I attended was that of City of London Investment Trust (CTY). I commented on this company when they published their Annual Report earlier this month. My view on the company has not changed from attending the AGM. Too much emphasis on maintaining the dividend record by investing in high dividend paying companies rather than looking at total return.

This was a hybrid AGM with attendees both present in person and electronically. I attended electronically via Zoom.

The initial words of the Chairman could not be heard and when it came to questions from the physically present attendees, he did not repeat the questions so I could not hear them – only his answers. So this was another unsatisfactory meeting in terms of electronic attendance.

Not all hybrid or electronic meetings are defective but a high proportion are in one way or another. Companies clearly have a lot to learn about how to run such meetings properly.

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

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Charles Stanley Takeover

   

I attended, via the LumiAGM platform, the Court Meeting and General Meeting of Charles Stanley Group (CAY) to approve the takeover by Raymond James this morning. In other words, these were hybrid meetings with both physical attendees and web attendees.

The meetings were reasonably well run but there were no questions from attendees and I guess it will go through as the offer price is more than 40% higher than the previous closing price for CAY shares. But we will have to await the final vote results (a 75% majority is required plus court approval in due course).

The LumiAGM platform is easy to use and I would recommend it to other companies.

It is perhaps unfortunate that yet another stockbroker is disappearing, therefore reducing competition. Consolidation in brokers and platforms is the name of the game of late as size matters now that profits are being eroded by new entrants while operating and regulatory costs rise. Keeping up technically is now expensive for example.  Raymond James is a good fit because they are primarily a full-service broker like Charles Stanley. But it may leave the execution-only Charles Stanley Direct platform out on a limb. I would expect they might sell that business to another execution-only platform operator in due course but the stated intention is not to change anything in the short-term.

At least this takeover will remove another holding from my portfolio, reducing it to 84 companies and funds, although a number of them are investment trusts and VCTs which require little monitoring. But with the market riding high, it’s a good time to weed out a few holdings.

Postscript: Based on the voting results, it looks like a done deal. Some 99.9% of shares were voted in favour, although the number of shareholders actually voting is astonishing low at only 72 (only 12.5% of those eligible). This should lead the Court to question the outcome, but will they?  See here for the full results: https://www.londonstockexchange.com/news-article/CAY/results-of-court-meeting-and-general-meeting/15138290  

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

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