Comments on Primary Markets Effectiveness Review

The Financial Conduct Authority (FCA) have launched a public consultation on potential changes to the regulations regarding the listing of companies on public exchanges (see link below). This is in response to concerns about the fall in the number of companies listing (the number listed is down by 40% since 2008). There is particular concern that the UK regime is tougher than other international markets and particularly deters certain types of companies from listing.

You only have to read the consultation document to understand how complex the rules on main market listing are and they are surely due for simplification. Over complex rules not just deter companies from listing but add to the costs of doing so and those costs fall on investors.

A survey by PWC in 2018 indicated that regulatory burdens and costs are the main reasons for not listing as opposed to raising finance by other means. A fall in the number of listed companies particularly affects private investors who want to invest directly in companies and wish to have a direct connection with where their money is invested.

Other factors are also involved such as the low cost of debt at present and the ability of private equity firms to act quickly and provide a less onerous corporate governance regime. But it would certainly be a retrograde step if public stock markets fell substantially in size.

Among the proposals to make listing more attractive in the UK are 1) allowing dual class structures where some shareholders can have disproportionate voting rights; and 2) relaxing free float levels required. But there is also a proposal to increase the minimum market capitalisation substantially from the present level, which surely would not help.

There are also proposals to alter the primary segment qualifications or remove segments altogether which I favour.

I support the relaxation of free float levels but am opposed to dual class structures. Dual class structures enable founders to retain control but that is not necessarily a good thing. In practice there are other ways that founders can retain substantial influence – for example by retaining significant shareholdings and board seats. I do not see that permitting dual class structures (DCSS) is necessary to make listing in the UK more attractive.

What will make listing more attractive is a simplification of the listing rules and a reduction in cost plus a reduction in the regulations such as onerous corporate governance regulations (such as the recently proposed climate disclosure regulations I commented negatively upon).

You can read my detailed responses to the FCA consultation here:

https://www.roliscon.com/Primary-Markets-Effectiveness-Review-Response.pdf

The FCA Consultation is here: https://www.fca.org.uk/publications/consultation-papers/cp21-21-primary-markets-effectiveness-review

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

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Changes to KIDs Proposed by the FCA

Yet another public consultation issued by the Financial Conduct Authority (FCA) in mid-summer is one on KIDs (Key Information Documents). This is relevant to private investors and is designated CP21/23 – see link below.

KIDs are imposed and regulated under the PRIIPs regulation as devised by the EU for packaged investment products such as funds and trusts. KIDs give basic financial information, risk indicators and likely future performance based on past performance. Those who purchase investment trusts for example will be asked to confirm they have read the KID before purchasing a holding.

But in reality KIDs are grossly misleading for many investment trusts.  This is because their estimate of future returns are based on short-term historic data. This has caused many fund managers of investment trusts to suggest that they should be ignored and investors should look at the other data that the companies publish to get a better view of likely future returns. The AIC has also criticised them and this writer certainly ignores the KIDs for the investment trusts I hold.

The FCA says “Our proposals should address the existing conflict between PRIIPs requirements which on the one hand require PRIIPs manufacturers to ensure the information in the KID is accurate, clear, fair and not misleading while at the same time prescribing the production and presentation of information on performance and risk which, in some cases, can be seriously misleading”.

The production of KIDs does require substantial effort on the part of fund managers so they add to investors’ costs while not being of substantial benefit to investors in many cases. The intention might have been good but excessive complexity has undermined their usefulness. The FCA admits that the mandated methodologies for calculating performance can produce misleading illustrations across almost all asset classes.

The proposal is to remove performance scenarios from KIDs which seems a very good idea. Alternative performance information is suggested be provided., such as narrative about the factors that might affect performance.  But they have avoided providing past performance data which is what is likely to be most important to investors.  

The PRIIPs regulations required the publication of a Summary Risk Indicator (SRI). But the methodology to be used seemed to rate some trusts as low risk when they are not – for example Venture Capital Trusts. So it is proposed to introduce new rules requiring an updating of an SRI if it is obviously too low.

The proposals from the FCA seem generally sensible although the AIC is still not happy. They say in a press release that: “….the SRI methodology does not work properly and needs a complete rethink. We were raising concerns about KIDs even before the rules were finalised and we have been calling for changes since their introduction on 1 January 2018. Investment companies are still at a disadvantage in having to produce these toxic disclosures, whilst UCITS funds have repeatedly been let off the hook. It’s high time the Treasury conducted a comprehensive review of KIDs rather than relying on a piecemeal approach to their reform”.

Respondents to the consultation can give their own views of course. There is a simple on-line response form.

Reference: CP21/23 Consultation Paper:

https://www.fca.org.uk/publications/consultation-papers/cp21-23-priips-proposed-scope-rules-amendments-regulatory-technical-standards

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

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Climate Related Bureaucracy to be Imposed by the FCA

It’s summer holiday time, so what better time to issue public consultations of which there are a spate of late? Is this because the authors wish to clear their desks before the holidays, or because they hope to get more or fewer responses at this time of year?

Anyway here are some comments on the first one I have looked at which is a consultation from the Financial Conduct Authority (FCA) on “Enhancing climate-related disclosures by asset managers……(CP21/17).”.

The changes proposed to the FCA Handbook which will apply to all asset managers, life insurers and pension providers aims to tackle the “climate challenge” by providing more information on climate-related risks.

But there will be substantial costs imposed with no obvious benefits. For example, asset managers are expected to incur implementation costs of £202 million with on-going annual costs of £116 million. What are the benefits? This is what the consultation report says: “We do not consider that it is reasonably practicable to quantify the benefits of our proposals. We have therefore not sought to quantify the benefits to the market of addressing the identified harms”. In essence they are saying that there is no obvious cost/benefit justification.

But they do argue that “the estimated costs of compliance are small relative to total assets under management of in-scope asset managers and asset owners. Total one-off and ongoing costs represent 0.002% and 0.001% of total assets under management for asset managers and asset owners, respectively”. They may be small figures but bureaucracy tends to grow over time.

How will such disclosures make any difference to climate? Won’t it just become a virtue signalling exercise by asset managers?

I have posted the following response to the consultation. I suggest readers say something similar:

“I have not answered the individual questions posed because I consider the imposition of the need for asset managers and others to produce climate related disclosures will be a costly exercise with no benefits. There are significant costs being imposed with no clear benefit to the investors in the assets covered. It’s just adding more bureaucracy to an already high level of regulation which will deter new entrants to financial markets and reduce competition. It is adding costs to investors with no benefit.

The FCA seems to barely have the resources to police and enforce the existing regulations in the FCA Handbook so adding more superfluous regulations is pointless. It is not at all clear how new ESG regulations will improve the returns to investors”.

Reference: CP21/17 Consultation Paper: https://www.fca.org.uk/publications/consultation-papers/cp-21-17-climate-related-disclosures-asset-managers-life-insurers-regulated-pensions

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

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Public Consultation on Prospectus Regime Review

Last week, Chancellor Rishi Sunak gave a Mansion House speech that “set out the government’s vision for an open, green, and technologically advanced financial services sector that is globally competitive and acts in the interests of communities and citizens, creating jobs, supporting businesses, and powering growth across all of the UK”. See https://www.gov.uk/government/collections/mansion-house-2021 . The most important supporting document so far as stock market investors are concerned is the launch of specific proposals to reform the prospectus regime.

The Government wants to facilitate wider participation in the ownership of public companies when currently share issuance can be blocked to retail investors by a complex and rigid prospectus Directive as imposed by the EU. The commitment is to make the regulation of prospectuses more “agile” with the regulations better tailored to UK markets. The proposals follow on from Lord Hill’s Listings Review which recommended a fundamental review of the UK’s prospectus regime.

Investors in new stock market shares rely on the content of a prospectus when deciding whether to buy shares so it is important that the content is accurate and useful. But that is not always the case at present and the Government wishes to encourage the inclusion of more forward-looking statements.

Another problem is that the Prospectus Regulations are set in law and are extremely complex. That adds to the costs of prospectus preparation and also makes it difficult to revise them to meet changing needs (like the need to cover public offerings of securities in private companies such as “crowd funding” offers or offerings of overseas companies). One of the key changes proposed is to take prospectus regulation out of statute law and put it into the hands of the Financial Conduct Authority (FCA) to enable them to make or revise regulations as necessary.

A particular problem at present is the need for the costly preparation of a prospectus when issuing new shares in smaller companies that can easily breach the £8 million threshold under the regulations, thus requiring a prospectus. This is why so many private shareholders are excluded from participation and the shares are issued only via a “placing” to a small group of institutional or “inside” investors.

Another oddity is that a prospectus is often required when shares are being issued even though the company’s shares are already listed and the share purchasers already own the shares and hence are presumably already familiar with the company. The Government’s proposals aim to simplify the regulations in essence to make it easier to issue shares to the aforementioned groups.

The FCA would also be given discretion to say whether a prospectus is required and a further objective is to simplify the content of prospectuses for secondary issues.

There are a lot of detailed questions in the public consultation which I will not attempt to deal with here as they mainly cover many of the technical issues involved in this area. But you can see my responses in this document: https://www.roliscon.com/Prospectus-Review-Roliscon-Response.pdf

Readers are encouraged to submit their own responses to the public consultation.

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

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Collecting Your Personal Health Data – Should You Object?

There seems to be quite a furore developing over the plans by the NHS to make your personal medical data available for research to a wide range of organisations, including commercial companies. It is no doubt true that the NHS has an enormous amount of medical data on the UK population which is unrivalled anywhere else in the world except possibly in China.

That data which might be as simple as weight and blood pressure, through to blood tests and even DNA samples, could be exceedingly useful by using “big data” analysis techniques to identify possible causes of disease. It would of course include past diagnoses and treatments including medication.

But there have been a number of protests raised about the risk of loss of confidentiality and the fact that it might not be completely depersonalised (i.e. the data released might enable people to be identified). Even some of my neighbours on the App Nextdoor have been advising people to opt-out.

This is a complex area and I remember discussing it with my GP some years ago when it was first contemplated. He had concerns but I do not while I think such data could be enormously useful in diagnosis and the development of new treatments. The Investors Chronicle ran an informative article on the subject last week and covered some of the companies active in this area.

For example it mentioned Alphabet (parent of Google) partnering with hospital chain HCA Healthcare to develop algorithms using patient records. As I have recently been treated in an HCA facility (they own London Bridge Hospital) that might include me. The article pointed out that even your Apple Smartwatch will be recording some medical data such as heart rate exercise data.

A number of companies are developing partnerships with hospital groups to collect and analyse the data they have on patients. For example, AIM listed Sensyne Health (SENS) is doing so. They recently announced an agreement with the Colorado Center for Personalized Medicine which will extend their database by 7.3 million patients to over 18 million. They obviously plan to “monetise” that data by supplying it to other companies for research purposes. I do hold a few shares in Sensyne.

What are the concerns? Insurance companies would certainly like to know who might be bad risks by looking at patient data. They are unlikely to be able to do that, particularly as any data released will be depersonalised. But will it be impossible to identify people as some might enable linkages to be made? Perhaps not totally impossible but the risks seem low to me and personally I could not care less who knows my medical history. Others might disagree on that point but the benefits of having a good database of medical data to help with research, much of which is done by commercial companies, is surely invaluable.

There are opt-out provisions for those who have any concerns.

See https://digital.nhs.uk/data-and-information/data-collections-and-data-sets/data-collections/general-practice-data-for-planning-and-research for more information.

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

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Restoring Trust in Audit and Corporate Governance

As it’s Friday afternoon with not much happening, and I have completed my latest complaint about the time it’s taking to complete a SIPP platform transfer, I decided to have a look at the public consultation on “Restoring Trust in Audit and Corporate Governance” from the BEIS Department.

This is a quite horrendous consultation on the Government’s proposals to improve audit standards and director behaviour as foretold in the Kingman and Brydon reviews, with proposals for a new regulatory body (ARGA). That’s after a growing lack of confidence in the accounts of companies by investors after numerous failures of companies, and not just smaller ones. I call the consultation horrendous because it consists of over 100 questions, many of them technical in nature, which is why BEIS have given us until the 8th of July to respond presumably.

I won’t even attempt to cover all the questions and my views on them in this brief note. But I would encourage all those who invest in the stock market, or have an interest in improving standards in corporate reporting, to wade through the questions and respond to the on-line consultation (see link below). Otherwise I fear that only those with a professional interest as accountants or as directors of public companies will be responding. The result might be a biased view of what is needed to improve the quality of financial information provided to investors.

The general thrust of the proposals do make sense and it would be unfortunate if the proposals were watered down due to opposition from professional accounting bodies and company directors.

But there is one aspect worth commenting upon. Some parts of the proposals appear to believe that standards can be improved by imposing more bureaucracy on auditors and company directors. This might add substantial costs for companies in terms of higher audit fees and more management time consumed, with probably little practical benefit.

We need simple rules, but tougher enforcement.

The audit profession appears to be already seeking to water down some of the proposals according to a recent article in the FT which reported that accountants were seeking leniency on “high risk audits”. That’s where they take on auditing a company for the first time which may prove difficult, particularly where corporate governance is poor. This looks like yet another attempt by auditors to duck liability for not spotting problems which has been one of the key problems for many years.

BEIS Consultation: https://www.gov.uk/government/publications/restoring-trust-in-audit-and-corporate-governance

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

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Madoff Dies, Parsley Box, Active Trading, Babcock and Covid Vaccinations

Bernie Madoff, arch fraudster, has died in prison. He ran the largest ponzi scheme in history which defrauded investors of over $60 billion. His funds showed unbelievable good performance because he invented share trades to support his fund valuations. This attracted new investors whose cash he used to pay out departing investors and to support dividends. It is unbelievable that such outrageous frauds can still take place in the modern world despite all the onerous regulations.

I mentioned a recently listed company called Parsley Box (MEAL) in a prior blog post. I have now sampled their products – prepacked dinners and have come to the conclusion that I question whether this is likely to become a great company. The meals are rather bland and you can buy cheaper equivalents from supermarkets. They do have the advantage of a long shelf life and do not require refrigeration, but so do other products such as canned goods so I am not convinced there is a big market for them. The company is spending money on national TV advertising, on channels focused on the elderly like me. You can always generate sales if you spend enough on marketing, but that does not necessarily mean that you have a profitable business.  

How actively should one trade? This is a matter of personal preference I have come to believe. Some people can hold stocks for ever in the belief that they will come good in the end whereas others panic at the first sign of trouble. It does of course depend to some extent on the type of stocks in which you invest. Dumping small cap stocks that are on wide spreads can be a very bad idea. The volatility of small cap stocks can bounce you out of a holding quite easily if you have a tight stop-loss.

But there was an amusing story in the latest edition of the Techinvest newsletter. To quote: “In that respect, we are often reminded of a well-publicised study by a large American brokerage a few years ago that aimed to identify which retail accounts generated the highest investment returns. Top of the list were: the accounts of customers who it turned out had been deceased for some time; next best was those accounts that customers had forgotten about and had not traded on for many years; the poorest of investment returns belonged to accounts that had clocked up the highest transaction costs through frequent stock rotation”. Techinvest runs a portfolio and certainly its returns have been very good over the years as they rarely sell stocks. They appear to just wait until some idiot comes along willing to pay a premium price for their holdings.

Personally I often hold stocks for years but I am also impatient when investments seem to be going wrong. I cannot sit there doing nothing. As a man of action, I pander to my impatience by selling a proportion of my holding but not all, i.e. I sell on the way down in stages. That cuts my possible losses. The only exception to this rule I make is if the news is catastrophic or I have lost all trust in the management when I dump the lot.

Babcock (BAB) is a good example of the danger of holding on regardless. It has looked fundamentally cheap for some time but the shares have actually lost 75% of their value in the last 5 years in a steady downward trend. There was more bad news on the 13th April. An announcement from the company said “The contract profitability and balance sheet review (“CPBS”) has identified impairments and charges totaling approximately £1.7 billion”. They now plan some disposals which they suggest may enable them to avoid an equity issue.

On a personal note, I had my second Covid-19 vaccination yesterday (the Pfizer version) so I am feeling slightly tired this morning, as I did after the first. The organisation was chaotic though this time. Originally planned to be done at Guys Hospital but then redirected to St. Thomas hospital and they lost my wife’s record altogether. My tiredness may partly relate to the miles I walked yesterday around and between hospitals. The person who administered the injection worked for British Airways as cabin staff. He was redeployed as there are few flights to service at present. He said a lot of people are extremely nervous about taking the vaccine. He had spent 45 minutes talking to one person before they eventually refused it.

Personally I have no qualms at all about any of the vaccines. They are much safer than the risk of catching the virus. But there are a lot of idiots in this world are there not! The latest bad news however is that the CEO of Pfizer has suggested that we may need a booster every 12 months in future. As I have been having annual flu vaccinations for 25 years that is of no great concern.

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

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Woodford Legal Claims, But How Long to Settlement?

There is a good article in this week’s edition of the Investors Chronicle covering the various legal claims being pursued over the debacle of the Woodford Equity Income Fund. ShareSoc is backing a claim managed by solicitors Leigh Day but there are several other law firms competing to represent the 300,000 investors affected.

The article makes some good points and is certainly worth reading if you have suffered losses on any of the Woodford funds. But it suggests that the legal process could take as long as “two to three years” based on comments from the law firms. That’s presumably if the claim is successful.

In fact it might take a lot longer. For example, and coincidentally, my wife was a small claimant in the Royal Bank of Scotland Rights Issue case. That stems from 2008, and she has just received the second interim payment after the case was settled out of court. There may be more to come while the overall costs to be deducted are not yet clear but will obviously be substantial.

But twelve years to achieve a result is possibly a better estimate than two to three years. With many investors elderly, one wonders how many of them die before their claims in such actions are settled. It is a good example of the inability to obtain justice swiftly and at reasonable cost that is a major defect in the English legal system. Lawyers benefit greatly from the current system of course. In effect we have a Rolls-Royce legal system when we would be better served by a Ford version. Even the Rolls-Royce version does not necessarily provide justice as we have seen in other recent cases (e.g. the Lloyds/HBOS case).

Also coincidentally the Law Commission has just issued a call for ideas for the Law Commission’s 14th Programme of law reform” – see https://www.lawcom.gov.uk/14th-programme/ . Surely one idea worth suggesting is how to demolish the massively complex process of pursuing a commercial claim in the investment sphere.  We need much simpler law, simpler processes and quicker judgements.

Meanwhile although I have no interest in the Woodford claims as I was never invested in any of his funds, I would not wish to discourage any participation in legal claims so long as you study carefully any contract which may be proposed. The outcome may be uncertain and the process lengthy but success might discourage other similar cases and encourage the FCA to tighten up the rules for fund managers.

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

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Margin Calls Not Met – $Billions Lost

On the 23rd March I warned about the dangers of the rise in speculation among small retail investors. I said this: “I suggest that buying shares on margin should be accompanied by very strong health warnings to investors and tougher regulations. It was one of the reasons for the collapse of the US stock market in the 1930s. Too many folks geared up with broker loans that were unsupportable when the market headed down. Investors were unable to meet margin calls, and the lenders then went bust”.

But this is also a problem among larger investors. Today the FT reported that Credit Suisse and Nomura – two of the world’s largest banks – faced large losses after their client Archegos Capital Management, for whom they acted as prime broker, failed to meet margin calls.

Nomura said it estimated that its claim against the client might be $2 Billion or more if asset prices continued to fall. The share price of Nomura fell by 16% as these events might wipe out its second half profits. The losses at Credit Suisse might be even higher at between $3 Billion and $4 Billion it is suggested in the FT article.

Archegos, an investment company, has been dumping shares after sharp declines in ViacomCBS and Chinese technology stocks.

The problem is that whenever a few big players become over-leveraged their failure can have the effect of falling dominoes as they trigger the collapse of other players. Even if the lenders don’t fail, the sales of holdings when margin calls are not met depresses the share prices of those holdings. In summary there are too many people betting on rising markets and trading on margin. Financial market regulators seem to have taken no notice of the growing risks attendant on this structure.

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

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Restoring Trust, After Its Long Been Lost

The Government BEIS Department have published a white paper entitled “Restoring trust in audit and corporate governance”. It’s an acknowledgement that the trust of investors in directors who manage the companies they invest in has long ago been lost. And the trust in auditors that the accounts issued by companies are accurate and give a fair view of a company’s financial position has also been lost.

There are few stock market investors who have not been affected by one or more scandals or downright frauds in the UK in recent years. However diligent you are researching companies and checking their accounts, you are unlikely to have avoided them all. Examples such as Autonomy, BHS, Carillion, Conviviality, Patisserie Valerie and numerous small AIM companies give you the impression that the business world is full of shysters while auditors are unable to catch them out. The near collapse of the Royal Bank of Scotland and other banks in 2008 was symptomatic of the malaise that had crept into the accounts of companies that has still to be rectified.

Indeed in the first chapter of my book “Business Perspective Investing” I said accounts don’t matter because they cannot be relied upon. I suggested other aspects of a business that should be examined to pick successful investments and went through them in some detail in the rest of the book. But would it not be better if we could trust company directors and auditors?

The failures of the existing accounting standards and corporate governance, and enforcement thereof, has been recognised in previous Government reviews. For example the Kingman Review in December 2018 made a number of proposals to reform the Financial Reporting Council (FRC) and for a replacement body to be named the Audit, Reporting and Governance Authority (ARGA) with wider powers (see: https://roliscon.blog/2019/03/12/frc-revolution-to-fix-audit-and-accounting-problems/ ). The fact that it has taken 3 years to move one step further tells you about the glacial pace of reform.

The Government has accepted most of the recommendations in past reviews of this area. They plan to tighten up the accountability of company directors and propose “new reporting and attestation requirements covering internal controls, dividend and capital maintenance decisions, and resilience planning, designed to sharpen directors’ accountability in these key management areas within the largest companies”.

The audit profession, who have been one of the barriers to change, comes under attack with these comments: “Central to achieving [reform] is the proposed creation of a new, stand-alone audit profession, underpinned by a common purpose and principles – including a clear public interest focus – and with a reach across all forms of corporate reporting, not just the financial statements. Alongside this the Government is proposing new regulatory measures to increase competition and reduce the potential for conflicts of interest, by providing new opportunities for challenger audit firms and new requirements for audit firms to separate their audit and non-audit practices”.

The Government proposes new legislation to put the new ARGA body on a statutory basis with stronger powers to be financed by a new statutory levy. You may not believe it but the FRC is financed by a voluntary levy and has limited powers over finance directors (none at all if they are not members of a professional body).

There is a new focus on the “internal controls” in a business and proposals to ensure they are adequate. A lack of internal controls is often the reason why fraud goes undetected. These proposals are similar to the Sarbanes-Oxley regulations introduced in the USA.

For investors, a big change that might have an impact is: “Companies (the parent company in the case of a group) should disclose the total amount of reserves that are distributable, or – if this is not possible – disclose the “known” distributable reserve, which must be greater than any proposed dividend; in the case of a group, the parent company should provide an estimate of distributable reserves across the group; and directors should state that any proposed dividend is within known distributable reserves and that payment of the dividend will not, in the directors’ reasonable expectation, threaten the solvency of the company over the next two years”.

There are of course existing rules that should prevent dividends being paid out of capital, which incidentally was one of the common reasons for collapse of companies in Victorian times – the ability to continue paying dividends gave a false sense of all being well to investors. But clearly the current regulations are ineffective. The BEIS report actually says “high profile examples of companies paying out significant dividends shortly before profit warnings and, in some cases, insolvency, have raised questions about its robustness and the extent to which the dividend and capital maintenance rules are being respected and enforced”.

There is also the problem of big bonuses being paid to directors when they should have known the financial position of their company was precarious. This is tackled by new proposed rules to “strengthen malus and clawback provisions within executive directors’ remuneration arrangements”.

There are proposals to reduce the dominance of the “big four” accounting firms and introduce more competition which is seen by some as the reason for the poor quality of many audits. But it is not clear that the proposals will have a major impact.

In conclusion, there are many detailed proposals in the 226 page report, which is now open to public consultation. I may make more comments later, but overall I would support the main proposals as a step forward. I just wish the Government would get on with the proposed changes before investors lose the will to live.

White Paper: https://www.gov.uk/government/publications/restoring-trust-in-audit-and-corporate-governance

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

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