Brexit, and Ryanair

The media continue to try and blow up stories out of all proportion. Lately it has been on the likely terms of a Brexit deal with the EU, and Boris Johnson’s claims about the £350 million per week paid to the EU at present.

The reality on the latter is that the Daily Telegraph article by Boris claimed we would “regain control” over £350 million paid to the EU (which was based on a Treasury paper on the full EU membership fee (£19.5 billion per annum, which I think everyone will agree is a lot of money). However, that’s not the net cost to the UK because we get a rebate on membership as negotiated by Mrs Thatcher which reduces it to £14.6 billion, plus we get a lot back in the form of subsidies and grants – for example from the Common Agricultural Policy (CAP). A rough estimate is that we get back between £5 and £6 billion from those. So the net figure is more like £9 billion per annum, but that’s still a lot of money. For example, the NHS budget for this year is £124 billion, so you can see the impact that an extra £9 billion might have.

But Boris was accurate in the sense that we have little control over the £5 to £6 billion of grants and subsidies. The UK has long wanted to reform the CAP which is more designed to subsidise inefficient continental European farmers than keep food prices low in the UK. Subsidies of some kinds to some farmers might continue in the UK post Brexit, but in a different form and possibly lower. But only with Brexit will the UK regain control so we can manage these matters more rationally. What most “remainers” seem to ignore is that a lot of the Brexit voters voted to leave because of wanting to get out of the undemocratic EU where UK voters had no significant influence, we were a small fish in a big pond, and likely to be outvoted on any major issues. Mr Juncker’s recent speech made it clear that the EU was headed for a closer political and economic union which many UK voters have found abhorrent. Historically most UK voters supported joining the “common market”, but they never wanted to join a “United States of Europe” with EU laws and bureaucrats dominant and were misled by UK politicians who did. That certainly applied to the existing EU structure and calls for democratic reform have gone nowhere.

There was a very good article in the FT yesterday by former Chancellor Nigel Lawson (no relation) on Brexit where he points out that the Office of Budget Responsibility forecasts the cost of EU membership to fall from £12.6 billion in 2018/19 to zero in 2019/20. Nigel also said “Those who say that a good trade deal is in the best interests of the EU and the UK alike fail to understand what the EU is about. It is not about economics at all. It is a political enterprise, dedicated to the achievement of full political union”. He discounts the problem of “no trade deal” based on the ability to trade under WTO terms. James Dyson recently indicated he saw little problem with that also.

Should we pay to access the Common Market, in a “transition” phase or permanently? It obviously depends on what deal is put on the table, but the attitude of the EU Commission so far suggests it won’t be a good one. In my view the UK can prosper without close involvement with the EU and without paying anything other than contractually committed minimums as part of the exit process. The UK can prosper based on its own resources and the trade with other international partners than the EU, so if they don’t want tariff free access to the UK, then we can give up tariff free access to theirs. It might just stimulate UK manufacturing so we don’t have to rely on buying German cars, washing machines, refrigerators, et al.

Ryanair

One of the folks complaining about the possible impact of Brexit is Michael O’Leary, CEO of Ryanair. He suggests flights from the UK to Europe may be halted unless a deal is done to cover flight access.

But Ryanair has been hit lately by problems with crew scheduling that have resulted in cancellation of many flights. The service to the affected passengers has also generated numerous complaints. It just looks like an operational cock-up, compounded by abysmal management responses thereafter to mollify customers.

Now I have a motto of never flying Ryanair after an event over 15 years ago. I was booked to fly on Ryanair out of Stansted but a hijacked plane was diverted to land there. The radio news said the airport was closed so I diverted to another airline via City airport to get to Dublin on time for a business meeting. Ryanair claimed Stansted was never closed (not true I believe) and refused to pay compensation.

Anyone who follows the news will know of repeated complaints from passengers about the behaviour of Ryanair. Being low cost surely does not justify the low quality of service. It’s the kind of company I would not just avoid flying with, but also investing in.

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

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A Vision in a Dream, After Coleridge

The following manuscript has recently come to light, perhaps written by an acolyte of poet Samuel Taylor Coleridge.

Roger Lawson

<A Fragment>

In London did Sadiq Khan

A stately Transport Strategy decree:

Where the Thames, the sacred river, ran

Through caverns measureless to man

   Down to a sunless sea.

So twice five miles of fertile ground

With walls and tower blocks girdled round;

And there were gardens bright with sinuous rills,

Where blossomed many a conker tree;

And here were roads ancient as the Romans,

Enfolding sunny spots of greenery.

But oh! that deep romantic chasm which slanted

Down among the City streets!

A savage place! As Mammon rampaged free

As e’er beneath a waning moon was haunted

By women wailing for West End shopping!

And from this chasm, with ceaseless turmoil seething,

As if this earth in fast thick pants were breathing,

A mighty fountain momently was forced:

Amid whose swift half-intermitted burst

Huge fragments vaulted like rebounding hail,

Or chaffy grain beneath the thresher’s flail:

And mid these dancing rocks at once and ever

It flung up momently the sacred river.

Fifty miles meandering with a mazy motion

Through East End industry and London’s suburbs,

Then reached the caverns measureless to man,

And sank in tumult to a polluted North Sea;

And ’mid this tumult Sadiq heard from far

Ancestral voices prophesying air pollution doom!

   The shadow of the dome of the GLA

   Located nigh the sacred river;

   Where was heard the mingled pleas

   From politicians left and right.

It was a miracle of rare device,

An un-costed Transport Strategy at the behest of Sadiq!

    A damsel with a dulcimer

   In a vision once I saw:

   It was an East European maid

   And on her dulcimer she played,

   Singing of Mount Street Mayfair.

   Could I revive within me

   Her symphony and song,

   To such a deep delight ’twould win me,

That with music loud and long,

I would build anew that dome,

Upon a new democratic model!

With freedom to ride the roads at will,

And all should cry, Beware the wrath of Khan!

His flashing eyes, his floating hair!

Weave a circle round him thrice,

And close your eyes with holy dread

For he on honey-dew hath fed,

And drunk the milk of Paradise.

<End>

The Alliance of British Drivers’ comments on Sadiq Khan’s London Transport Strategy are present here: http://www.freedomfordrivers.org/against-mts.htm . Please register your opposition.

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

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Response to Financing Growth Review

The Government is currently consulting on “Financing Growth in Innovative Firms” (otherwise known as the Patient Capital review). It covers the perceived problems in building world-beating companies from a small size in the UK, and the ways the Government provides support to early stage companies. That typically means the VCT, EIS and SEIS schemes with their associated tax reliefs and other possible “support” programmes where the Government funds them directly.

Anyone who invests in this area, directly or indirectly, should respond to the public consultation – the deadline is the 22nd September to do so. That is particularly so because reading between the lines it seems that some folks in the Government feel the tax reliefs are too generous and even suggest that investment would take place even without the tax reliefs. But my view is very different – I certainly would be very unlikely to invest in VCT and EIS funds without generous tax relief. They frequently generate dismal investment returns and have very high management fees plus administration costs. In reality, the historic record has been very patchy and the tax reliefs only help to offset the duds (which were difficult to identify in advance).

As someone who has experience of this sector both as an investor and a director of companies needing to raise capital, I have put in a personal submission on the topic. It is present here: Financing-Growth

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

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Barclays Stockbroking Complaints

Several newspapers and on-line news services have reported this week on the debacle at Barclays. They launched a new “Smart Investor” site to replace their Barclayshare share trading service. The complaints range from failure to advise new account log-in details, support service uncontactable, old features missing (or perhaps simply moved elsewhere and not easily found in some cases), higher charges (fees restructured), to some account types or share holdings being no longer permitted.

Barclays have integrated it with their on-line bank account service which probably makes sense, but they clearly got some basic things wrong with this kind of migration which are:

  1. Beta testing of the new software on real customers must have been limited in scope, if done at all.
  2. All clients were moved at the same time and forcibly. No parallel running, no options for clients to choose when to migrate, etc.
  3. If possible, avoid “big bangs”. Changes to systems should be done gradually and in stages to avoid massive new learning processes by clients.

When will IT teams learn that folks get “habituated” to software and get very unhappy when it’s changed, even when the new system works well and has more features (and in Barclays case, it obviously had some problems). It’s like moving the products on the shelves of supermarkets so the customers can’t find their favourite foods any more. Now Paypal did a similar migration recently, and the new menus were hopeless to begin with, but they allowed you to drop into the old menus for some time. So only some minor cursing was the result. But Barclays may lose some of their 200,000 stockbroking clients from this debacle it seems.

Stockbroking platforms are really important to get right as they involve large value transactions by often sophisticated traders but there have been several examples over the years of new platforms failing to meet the basic needs of clients.

What do you do when this happens? Move your account to someone else? If only it was that simple.

From several experiences of doing this, all I can say is that you won’t have much difficulty finding someone to take it on, but the process often takes months with endless hassles along the way.

Indeed I have complained to the Financial Conduct Authority (FCA) about this in the past – see https://www.sharesoc.org/blog/regulations-and-law/stockbroker-transfers-more-evidence-of-unreasonable-delays/

Anyone who meets this problem should also complain to the FCA and encourage them to tackle it. If you can switch a bank account in 7 days (and that’s mandated), why not a stockbroking account?

The complexity partly arises from the use of nominee accounts and the problems with funds rather than direct shareholdings, but these difficulties are surely fixable if we had a decent share and fund registration system and stockbrokers were motivated to get the issue sorted out. Needless to point out that stockbrokers don’t like to make it easy to switch so won’t do so unless pushed because they like to lock their clients in (hence the use of nominee accounts also of course).

In the meantime, if you do decide to switch you may find it easier to move all your holdings into cash first – but you need to be wary about the tax implications of doing so.

This FCA web page tells you how to complain about Barclays new service, and about delays in transfers, here: https://www.fca.org.uk/consumers/how-complain . But if you wish to complain about the general lack of action on broker transfers, you could write to David Geale, Director of Policy, FCA, 25 The North Colonnade, London, E14 5HS.

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

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Sophos, Interquest and the Government

Yesterday I missed the Sophos (SOPH) AGM due to having a clashing engagement, but I noticed that in the announcement of the voting results that there were substantial votes against the Remuneration Report (29.8% against) and also high votes against most of the directors. One only needs to glance at the Remuneration Policy to see why.

The maximum bonus opportunity is 200% of salary, and the maximum LTIP award is 500% of salary in normal circumstances and up to 750% in exceptional circumstances. So total incentive payments can reach nearly 10 times normal salary. That’s the kind of scheme I always vote against.

For what is actually a relatively small company that has never reported an annual profit, the actual pay figures are way too high – CEO got a base salary of $695,000 last year and total single figure remuneration of $2.32 million. Other directors, even the non-execs, have similar generous pay figures. It might be a rapidly growing company in a hot sector (IT security) but I am beginning to regret my purchase of a few shares.

Although I missed the AGM, I did “attend” the previous days Capital Markets Day. I was refused physical access but anyone could log into the web cast of the event. Not quite the same thing but it was exceedingly boring with a lot of the time spent on the wonders of their technology rather than important business questions. Is it not despicable though that companies and their PR advisors try to keep such events solely to institutional investors?

Interquest (ITQ) is an AIM listed company that received an offer for the company from some of the directors but they only got 58% committed support. That’s not enough to delist the company under the AIM Rules which requires 75% so the offer was abandoned. What did the directors do then? They notified their Nomad of termination of their contract and subsequently said they would be unlikely to appoint another Nomad within the one month period allowed. This means the shares will automatically be suspended from AIM and subsequently delisted if no Nomad is appointed.

The moral is that if directors or anyone else control 58% of the company then minority shareholders are in a very difficult position because they will have the ability to do lots of things that prejudice the minority shareholders – for example pay themselves enormous salaries. A legal action for prejudice of a minority is available but as my lawyer said yesterday, these are complex cases, as I well know from having run one myself in the past, and successfully (we were discussing my past legal cases). It’s difficult enough in a private company, and even more so in a public one. In summary, having an AIM Rule about delistings may not help if one cannot win a vote of shareholders on other matters that require just 50%.

Having control of a public company in the effective hands of a concert party of a few people is something to be very wary about, and something all AIM company investors should look at.

Government policy on tackling excessive pay levels for the directors of public companies has taken a step backwards this week. Tougher measures which Theresa May threatened have been watered down, and the core of the problem – the fact that Remuneration Committees consist only of directors, whose appointment and pay is controlled by other directors, has not been tackled. In addition, the potential to control pay by votes at General Meetings has been undermined by the disenfranchisement of private shareholders as a result of the prevalence of the nominee system and the dominance of institutional voters who have little interest in controlling pay.

Another bit of news from Government sources this week is that the hope of some change in shareholder rights that might have improved private shareholder voting is fading away after a decision to postpone yet again the issue of “dematerialisation”. The staff involved in that project have been moved and expertise will be lost. This is likely to be the result of both lack of interest in tackling a difficult and complex problem, and the need to put in effort on Brexit matters at the BEIS Department.

Will we ever get a proper shareholder system where everybody is on the share register and automatically gets full rights, including voting rights? It remains to be seen but I will certainly continue to fight for that. Without it we will never get some control over public companies and their directors. I suggest readers write to their Members of Parliament about this issue.

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

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AIM Rules – Response to Consultation

The London Stock Exchange (LSE) is currently undertaking a consultation on the AIM Market Rules (see http://www.londonstockexchange.com/companies-and-advisors/aim/advisers/aim-notices/aim-discussion-paper-july-2017.pdf ).

Anyone can respond to this and the deadline is the 8th September. Those who invest in AIM shares will be aware of some of the past problems in AIM companies and tightening up some of the Rules that apply to AIM companies may surely help to improve the quality of the market. For example, it covers new rules that might help AIM to be more selective in regard to the companies that list on the market.

I have submitted a response to this consultation which is here: http://www.roliscon.com/Roliscon-Response-AIM-Rules-Review.pdf

Investors in AIM should do likewise, otherwise the responses will be dominated by Nomads and company promoters.

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

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Investment styles – Phil Oakley, Richard Beddard and Roger Lawson

Last week Phil Oakley, who mainly writes for ShareScope/SharePad, published a very interesting article entitled “A Blueprint for Better Long Term Investing”. This described his investment style in essence and contained lots of good tips from an experienced stock market analyst. For example: “Focus on businesses not stocks”, “Don’t overpay for quality companies” and “Avoid information overload”. It’s well worth reading and is here in full: Oakley-Article

Experienced investor Richard Beddard also joined that company recently and published an article entitled “Shares to Hold to the Grave, and Beyond…”. Again it covers his investment style and how he analyses companies. It can be read in full here: Beddard-Article

As both of their styles are similar to my own investment approach, I thought I would have a stab at a similar type of article to cover my own investment style, particularly as there seem to be some popular misconceptions about it, and some misreporting on it of late. That is also a good starting point to some further plans for writing about stock market investment that I have. My article is entitled “My Investment Philosophy” and is present here: Lawson-Article

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

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Northern Rock 10 Years After

Both the Times and Financial Times covered the tenth anniversary of the nationalization of Northern Rock today. Dennis Grainger is still fighting to get some compensation for shareholders from the nationalization and says the Government stands to make billions of pounds profit from the bank after paying zero compensation to shareholders. He is undoubtedly right that the Government will turn a good profit on these events, as they always planned to do.

He and others such as Pradeep Chand described in an article in the FT Weekend supplement lost hundreds of thousands of pounds. Was the bank a basket case, or do they have a genuine grievance? The fact that they and other investors are still fighting for compensation ten years later tells you how aggrieved they feel. Mr Grainger hopes to put his case to Theresa May.

Incidentally the shareholders in Bradford and Bingley (B&B), led by David Blundell, are also still fighting a similar case over the nationalization without compensation of that company. The same legislation was used to do so.

As I was involved in the campaign and subsequent legal case, let me give you a few simple facts about the case:

Northern Rock was not balance sheet insolvent, but ran out of cash after a run on the bank by depositors (driven by media scare stories) and their inability to raise more money market funds (nobody was lending to anyone else at the time).

This would normally have caused the Bank of England to step in as “lender of last resort” to provide liquidity but then Governor Mervyn King declined to do so because of the “moral hazard” risk. That was a fatal mistake not likely to have been made by his predecessors.

The then Labour Government subsequently passed legislation to nationalise the bank and ensured there was no independent and fair valuation of the shares by writing the Nationalization Act with wording that ensured an abnormal and artificial valuation process which guaranteed a zero valuation. So the ensuing claims that it was a “fair and independent” valuation are nonsense. The Treasury is reported as repeating that claim in the FT article today.

In reality Labour politicians decided to ensure that two large hedge funds who had invested in the company and were willing to support it should get nothing because they were the kind of people they hated. Smaller shareholders in Northern Rock were not recognized as being of importance.

The nationalization legislation used against Northern Rock and B&B ensures that if the Government has lent any sum of money to a bank, then they can nationalize it without compensation. This made UK banks untouchable by many foreign lenders or investors with dire consequences later for other banks such as RBS. In the case of B&B they even concealed that they had lent it money until much later so as not to scare investors. Incidentally while that legislation is still available to the Government, that is one reason why I won’t be buying shares in UK banks – it increases their risk profile very substantially.

A legal case was pursued to the Supreme Court on the nationalization (a Judicial Review), but they would not overturn the will of Parliament. A claim to the European Court of Human Rights was submitted but they refused to even hear the case which was very unexpected as they had ruled in other nationalization cases that fair compensation should be given.

Those are the key facts and all the other mud that was slung at Northern Rock claiming it was a dubious business by a concerted campaign of disinformation was most unfortunate, and basically inaccurate.

A company that cannot meet its debts when they become due, and is hence cash flow insolvent, can be argued to be worth little. But there was funding available to Northern Rock (it was trading for months after the “run” and before it was nationalized). But salvage law sets a good precedent for what is fair compensation when someone rescues a sinking ship. The same should have applied to a sinking bank.

So in summary, I support the efforts of Dennis Grainger and others to get compensation to the ordinary shareholders out of the profits that have accrued to the Government as a result.

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

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Corporate Governance Reform and Pay – No Revolution

Yesterday the Government published its response to the consultation on the green paper entitled “Corporate Governance Reform”. The paper aimed to tackle some of the perceived problems in UK public companies and Theresa May hoped that it would tackle “the unacceptable face of capitalism” demonstrated by outrageous pay levels in some companies as she described it.

Has it done that? Well most of the responses from the media suggested not with comments such as “watered down” being printed as tougher binding votes on pay have been dropped (possibly because of legislative log-jams in Parliament), and workers on boards not supported. However, we do have a commitment to publish pay ratios of employees to directors – not that this writer thinks that will help much.

If you read the full Government response (present here: https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/640631/corporate-governance-reform-government-response.pdf ), you can see that the Government has responded in many detail ways to the consultation responses. As in UK politics in general, particularly when your party has a narrow majority and many other problems on their minds, no revolutions are advocated. Just minor improvements, and more red tape, are the order of the day.

Not that I expected any great result from the matters being considered in the consultation. This is what I said in my personal response to the consultation back in February:

“As regards director pay, the document makes clear that despite more obligations on companies on reporting and voting on pay introduced in 2013, not a lot has changed in reality. Although there is widespread public concern about pay levels, the paper notes that the average vote in favour of remuneration reports was 93% (see page 19) and only one binding vote has been lost. I certainly support further significant reform in this area. The key problem is that remuneration of directors is still decided by the same directors and there is very little external input from shareholders, employees or other stakeholders before it is put to a vote at an AGM – but this is too late and institutions hate voting against directors’ wishes. 

In addition, retail shareholders have little say and are effectively disenfranchised because of the widespread use of the nominee system. A substantial reform of this area of company law and the activities of stockbrokers and company registrars needs to be undertaken to fix that problem. All shareholders (including beneficial owners in nominee accounts) should be on the share registers of companies with full rights as members of the company including voting, information and other rights.

Shareholder Committees are a core part of the solution to the problems of corporate governance. There are many other aspects of corporate governance that can be improved. However, without Shareholder Committees, and concomitant reform to restore the rights of individual shareholders, other amendments to corporate governance are unlikely to produce meaningful change.”

NONE OF THESE THREE POINTS HAS BEEN TACKLED IN THE GOVERNMENTS RESPONSE.

There are some detailed proposals to encourage more “engagement” between boards and their shareholders plus employees which might be welcome, but whether they will have any real impact is very doubtful. So long as directors can ignore you, some will do so – a typical recent example is Sports Direct.

ShareSoc/UKSA have issued a joint press release which is very critical of the Government’s response particularly about the proposal that the Investment Association keeps a register of “infringements”. John Hunter is quoted as saying: “Asking the Investment Association to keep a register of ‘baddies’ has all the authority and credibility of appointing foxes to keep a register of poor builders of chicken coops!” 

One has to agree with ShareSoc and UKSA that this is a very disappointing outcome. It looks a classic case of Government civil servants and politicians having little understanding of how companies work and the dynamics of boards, as usual, and have listened to the fat cats in preference to others.

In summary, TOO TIMID is my final comment.

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

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FT Article on Small Investor Voting

Yesterday in the FTMoney supplement, FT writer Aime Williams explained how small investors could influence companies. But unfortunately it misled readers on some points. I have sent Aime the following communication:

“I read your article entitled “Small investors stand up and be counted” in this weekend’s FT with interest. It is good that the article shows how private investors can have an impact on companies, and it will no doubt encourage people to attend AGMs.

But the comments from Richard Stone of the Share Centre are to say the least, somewhat inaccurate. The 2006 Companies Act did help to enfranchise those in nominee accounts in relation to giving them the ability to vote, but to say that ‘investors in nominee accounts have had the same rights as direct shareholders since the 2006 Companies Act’ is simply wrong. For example, Members of the company (i.e. those on the share register) have the ability to challenge a poll, or apply to a court to object to a change from a public to a private company. Those rights are lost if you are only a beneficial owner in a nominee account. That has been confirmed in past legal cases.

There is also the problem that there is no legal obligation for brokers to enfranchise investors except in the case of ISA accounts, and most stockbrokers do not even inform their clients of that fact or make it practically easy for them to vote. The Share Centre does but many do not. In addition there are difficulties with AIM companies.

In reality the widespread adoption of nominee accounts rather than investors being on the share register of a company has fatally undermined shareholder democracy and the vast majority of retail investors now do not vote.

The documents on this web page, which I wrote, spell out the facts about the nominee system and shareholder rights: https://www.sharesoc.org/campaigns/shareholder-rights-campaign/

It is still true that we need a complete reform of the existing system so that shareholders in companies, however they hold their shares, are given the ability to vote and to attend General Meetings, without artificial barriers. We also need regulations to ensure that they can vote easily and that Companies and Brokers inform everyone entitled to vote or attend meetings when the time arises to do so. Only then will shareholder democracy be restored.”

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

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