ROYAL Bank of Scotland will again come under pressure to give shareholders a bigger say on how it is run before it holds its next annual meeting in the spring.
An influential investors’ group has revealed that it will make a fresh attempt to force top brass at the state-backed lender to set up a shareholder committee.
The move comes after the bank blocked a previous requisition by ShareSoc for a resolution calling for a shareholder committee to be established when the lender held its last annual meeting in May.
Royal Bank chairman Sir Howard Davies incurred the wrath of shareholders when he declared the bank could not accede to such a request because the legal advice it received signalled it would be incompatible with company law and against its constitution. The stance was slammed by one outspoken investor at the meeting at the bank’s Gogarburn headquarters in Edinburgh, who claimed that the lender was choosing to “hide behind the lawyers”.
Now ShareSoc is coming back for a second attempt, declaring that its latest resolution addresses the “trivial legal objections previously raised by RBS” at its last annual meeting.
The investors’ group said it is rallying its 4,000 members behind the cause, stating that within days of first contacting shareholders the group had received hundreds of replies from investors keen to join the campaign. ShareSoc said it has also written to members of the UK Shareholders Association to generate support.
Cliff Weight, director and campaign manager at ShareSoc, said: “This year, we are hoping RBS will engage with us and work constructively in developing an improved corporate governance framework. Since ShareSoc first engaged RBS in December 2016, there have been several positive developments which we recognise and applaud, but there remains much more to be done on shareholder democracy.”
Asked why he feels confident the bank will not block the proposal this year, Mr Weight said the wording of the new resolution addresses the “legal nonsense” which Royal Bank was able to cite as it blocked last year’s bid. Those technicalities would only be spotted “if you were a lawyer dancing on a pin”.
Should the requisition for a resolution pass muster this time, more than 50 per cent of investors would have to vote in favour for it to be passed. Mr Weight admits it might not be passed this year but believes it is only a matter of time before a shareholder committee is established at the bank.
“This is a war, not a battle,” he said. “It takes a long time, sometimes, to persuade people your logical arguments are sensible and correct.”
Asked to define the main benefits of a shareholder committee, Mr Weight said it would give the bank a “structured, systematic, formal programme of interaction with representatives of key shareholders”. Adding that he has some sympathy for top brass at the bank over the criticism it receives over issues such as branch closures, he said: “They are swimming in a swamp and don’t know which way to turn.”
Responding to the ShareSoc move, a spokeswoman for Royal Bank said: “We have been consistently clear in our support for enhanced corporate governance and, in particular, stakeholder engagement. We have had a number of constructive meetings with ShareSoc during 2017 and will consider any valid request in respect of a resolution ahead of next year’s AGM when received.”
The move comes at a tumultuous time for Royal Bank, which remains 71 per cent owned by UK taxpayers. It came in for heavy criticism at the start of the month when it announced further massive cuts to its branch network. Unite the union declared that the decision to close a further 62 branches in Scotland – leading to the loss of nearly 160 jobs – would “devastate local communities”. The bank said the closures reflect falling usage of its branches and growing demand for its online and mobile banking services.
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