Tag: Worldwide Healthcare Trust

Worldwide Healthcare Trust and Investor Voting

I recently received the Annual Report of Worldwide Healthcare Trust (WWH). This is one of those companies that has stopped sending out proxy voting forms for their AGM. The Registrar is Link Asset Services who seem to be making it as difficult as possible for shareholders on the register to vote. You either have to contact them to request a proxy voting form, or register for their on-line portal. I don’t want to register (and the last time I tried it was not easy), I just want to vote!

But as I have mentioned before, I have provided a form that anyone can use to submit as a proxy instruction – see here: https://www.roliscon.com/proxy-voting.html. There is an option you can use if you are not on the share register but in a nominee account.

As regards WWH, performance last year was OK with net asset value total return up 13.7% although that’s less than their benchmark which managed 21.1%. Relative underperformance was mainly attributed to being underweight in the global pharmaceutical sector. The fund manager (OrbiMed Capital) believes there are better opportunities elsewhere such as in emerging markets and biotechnology. We will no doubt see in due course whether those bets are right.

But I do have some concerns about corporate governance at this trust. Not only are the directors highly paid, but two of them have been on the board for over 9 years, including the Chairman Sir Martin Smith. He also has a “number of other directorships and business interests” without them being spelled out. The UK Corporate Governance Code spells out quite rightly that directors who have served on the board for more than 9 years cannot be considered “independent”.

In addition Director Sven Borho is a Managing Partner of OrbiMed so he is clearly not independent either. So 3 of the 6 directors cannot be considered independent. I therefore give you my personal recommendations for how to vote on the resolutions at the AGM (or by proxy of course) of the following:

Vote AGAINST resolutions 2, 3, 7, 9, 14 and 15. Vote FOR all the others.

This is not “box ticking”, it’s about ensuring directors of trust companies do not become stale, not too sympathetic to the fund managers and not too geriatric. The excuses given for the directors I am voting against to remain do not hold water.

Nominee Accounts and Voting

As regards the difficulty of voting if you hold your shares in a nominee account (as most do now for ISAs etc), ShareSoc has some positive news after years of campaigning on this issue (including a lot of personal effort from me).

The Government BEIS Department have commissioned a review of “intermediated securities” by the Law Commission. See this ShareSoc blog post for more information: https://tinyurl.com/y4wk4edz . Please do support the ShareSoc campaign on this issue.

It is important that all shareholders can vote, whether you are in a nominee account or on the register, and you need to be able to vote easily. Bearing in mind the furore over the proposed requirement for voters in general elections to at least show some id before voting, which has been criticised, wrongly in my view, for possibly deterring voting, it is odd that this issue of disenfranchising shareholders has not been tackled sooner.

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

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Worldwide Healthcare Trust AGM – But No Proxy Voting Form

Today I attended the Annual General Meeting of Worldwide Healthcare Trust (WWH) in London. This is an investment trust focused on a portfolio of worldwide pharmaceutical and biotechnology companies. It has a very good long-term track record, consistently beating its benchmark and is the top performer of all UK investment trusts measured since formation.

The fund manager is OrbiMed where Sam Isalay was the managing partner until recently when he departed under a cloud of sexual harassment claims. He also resigned from the board of the Trust at the same time and was replaced by Sven Borho who did the manager’s presentation this year. Sam Isalay was present at the meeting and asked a question. He also got a vote of thanks for his past work, prompted by the Chairman.

There were about 100 shareholders present including quite a number of institutional investors apparently by the cut of their suits and age, which is unusual.

I will summarise Sven’s talk in brief although it was particularly interesting. He said the recipe for success was still very much in place. The team is still in place even after the change of leadership. The trust was up 2.8% last year against a benchmark decline of 2.5%. The share price discount narrowed and it is now trading at a premium (now 0.8% according to the AIC).

Year to date (since March year end) the NAV is up 15.8%. The consistent out-performance seems to be down to stock-picking with a focus on small/mid cap companies.

Sven also said that it was strong year of scientific progress and mentioned in particular gene therapy, gene silencing and CAR-T work. He also discussed the progress on a cure for alzheimer’s disease at some length where real progress is being made. There have been many past failures in cures for that disease with billions of dollars being spent but there are 5.7 million patients needing treatment in the USA which is more than all cancer patients combined. There are several companies in clinical trials with phase 3 results due by 2020.

I might need a cure because this morning I had a “senior moment” and shut the garage door while my wife was backing her car out. Fortunately no damage done or I would not have heard the last of it.

Apparently the drug approval rate has increased substantially due to a change in management at the FDA who has changed the regulations to make it easier and cheaper to get approval for new drugs.

After about an hour of Sven’s presentation, which was rather long, we moved onto the formal business of the meeting.

One shareholder asked how much had the company borrowed? He also said he asked the same question last year and was still waiting for an answer. The simple answer he got was they are 117% invested, but as they use derivatives the full answer was more complex and I did not understand what was said – there is more clarity in the Annual Report. The shareholder was clearly not satisfied because he voted against the Chairman when it came to the vote.

I questioned what the impact would be of the announcement in the Annual Report that they would no longer be issuing proxy voting forms with their invites to the AGM. The Chairman referred me to the Company Secretary who could not give an answer. So I made it clear I objected to this change as it would be likely to discourage voting. As I said, I had already raised this issue with their Registrar’s Link Asset Services in an exchange of correspondence (see my previous blog post on this topic here: https://roliscon.blog/2018/07/23/voting-at-general-meetings-link-asset-services-and-centralnic/ ). Why did the Chairman not ask the audience at this meeting what they preferred? He declined to do so.

He also suggested there was not time to spend on this issue at which point I said he would have plenty of time if he had not set the start time of the AGM at 12.00 noon. This is a practice I have seen at other trust AGMs where after presentations there is little time left for questions before lunch is served. I think this is very bad practice.

Note if you don’t receive a paper proxy voting form in future, go here for one you can use at any General Meeting: https://www.roliscon.com/proxy-voting.html . If you think this is a retrograde step which will reduce voting by private shareholders from the already low level, please do complain about it to the Chairmen of companies and to Link Asset Services.

I did not have time to raise the issue of the Chairman having served on the board since 2007. This is contrary to the UK Corporate Governance Code, so that’s another reason why I will be voting against him next year. He got 6.6% against him on the proxy vote counts at this meeting.

Other than the issues mentioned above, this was a very informative meeting and well worth attending. As readers may be aware, I have suddenly taken an interest in the gene therapy area and this trust is one way into it. The manager, OrbiMed, also manage the Biotech Growth Trust which is more focused and somewhat smaller. It also trades at a significant discount at present but has underperformed its benchmark of late.

Postscript: there is an interesting article on the departure of Sam Isalay here on Citywire: http://citywire.co.uk/investment-trust-insider/news/fund-manager-accused-of-harassment-hits-out-over-exit/a1157479?

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

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Worldwide Healthcare Trust – Telegraph Omits Latest News

This morning (7/12/2017) the Daily Telegraph’s Questor column ran a puff on the Worldwide Healthcare Trust (WWH), a company which incidentally I do hold. It made such comments as “this trust has returned 16 per cent a year for 22 years, and it should keep on roaring”.

The Trust fund is managed by Orbimed Capital LLC, and perhaps the unfortunate aspect of the above is the failure to mention the announcement by the Trust yesterday over serious allegations of sexual harassment against Orbimed’s Managing Partner and founder Samuel Isaly. I won’t repeat them here but you can find them on the internet quite easily.

Samuel Isaly is also a director of Worldwide Healthcare Trust. I am never very keen for fund managers to sit on the boards of investment trusts and regularly vote against this practice. Boards need to be independent of the fund managers, even if we recognise that the fund managers often have a significant influence over the affairs of such companies. Non-executive directors of investment trusts should all be “independent” which they cannot be if they are employed by the fund manager.

The Trust advises that Orbimed has retained an independent law firm to investigate the matter, but surely this is an appropriate time to consider the composition of the board.

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

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