User:Winsome P/sandbox

Shareholder Committee otherwise know as Shareholder Nomination to the Agm Committees (SNAC)  or Nomination to the AGM Committee

Shareholder Committee resolutions are proposals submitted by shareholders for a vote at a PLC company's next general shareholders meeting asking to form a Shareholders Committee. The Shareholder Committee is formed of 3 voluntary large Shareholders, a recognised Private Investor shareholder organisation plus the Chairman of the Board as convenor. They committee meet for two to three short meetings a year and are used to assess the current Board of Directors and future Directors and are able to employ Executive Headhunters to find replacement Directors.

History.
1993 the Nomination to the AGM Committee were started by the Swedish Private Shareholders Organization Aktiespararna in response to the 1992 Cadbury Report into Corporate Governance. Private shareholders thought it would be good idea to invite the Chairman to meet with them and the large shareholders to discuss the management and selection of the Board Directors. Initially many of the largest shareholders refused, allowing many keen overweight smaller institutional investors to join. Adverse press coverage of big Pension Funds refusing to attend a short 1 hour meeting with the Chairman the big funds organised themselves to attend.

The UK Shareholders Association UKSA picked up the idea in the early days of their formation in 1993 before the idea was then lost. Renamed "Shareholder Committees” the idea faced strong opposition from the existing CEOs and Chairman but was liked by talented Directors.

Cevian Capital senior partner Harlan Zimmerman and Mark Goyder of Tomorrow's Company collaborated to produce a report that reintroduced the idea to the UK at an 2010 ICGN Corporate Governance Conference.

As an AGM resolution it requires no changes in the Company’s Articles of Association and a standard resolution format was adopted in Sweden that sets out the voluntary selection process and operations. Sensible rules like only allowing a shareholder to chair the meeting, setting out when a member can formally leave the committee (if they no longer have any shares held in that company) and proposing an annual re election at the AGM.

2011 A Founding Director of ShareSoc reinvigorated the old idea and the Board of ShareSoc produced a policy paper supporting the proposal.

Minister Vince Cable participated in a consultation and caused the forming of something similar The Investors Forum which had great success with Balfour Beatty PLC and several other engagements. However the proposal lacked a seat for the private investors in Sweden.

2012 a shareholder proposal was made to have the Board of RBS to propose a Shareholder Committee which was refused by the Board and the Board's Nomination committee.

2013 Corporate Governance Conference was held in Parliament and Gavin Palmer won the competition for the Best Conference Paper with a proposal for establishing Shareholder Committees and to allow for the attendance of the largest creditor to the PLC which was deemed an elegant solution for RBS Group PLC by a prominent MP.

In 2016 Chris Philp MP included Shareholder Committees in a proposal to the UK Parliament

In 2017-18 Growing calls from ShareSoc and Manifest Director Cliff Weight with Founding member Gavin Palmer were made to the Royal Bank of Scotland RBS. Shareholder requisitions for a resolution were made before year ends in 2016 and 2017 Despite the 163 signatories in 2016 The RBS refused to put the resolution forward to the 2017 Annual General Meeting citing unspecified legal reasons.

The RBS Board accepted the resolutions and text for the 30th May 2018 AGM with an AGM debate a UK first. Special Resolution 27. To direct the Board to establish a Shareholder Committee. RBS has 190,000 shareholders with UK Government Investments (UKGI) formerly called UK Financial Investments (UKFI) owning 73%.

Operation
Shareholders submit the resolution dealing primarily with corporate governance as a way to fairly and formally organise fellow beneficial shareholders to discuss the selection of Directors. The Chairman of the Board acts as a voter, guide and member. New volunteer Shareholder representatives are elected annually by all shareholders after being invited by the Chairman of the Board to join according to their beneficial shareholding. Acceptance is voluntary and popular as membership has been shown to improve a Pension Fund managers performance by 0.5% per year, a considerable improvement. An independent analyst attributed this to the Fund Manager understanding the talent and plans of the management better like Warren Buffett despite voluntarily stopping trading the shares for a year whilst elected.

Virtually all shareholder resolutions are non-binding (or "precatory," to use the legal term of art). In this sense the voting on these resolutions more closely resembles a poll than it does a (binding) referendum or plebiscite. Still, media coverage of voting on shareholder resolutions tends to focus on whether the proposal received a majority of votes.

Shareholder resolutions have been an important part of activist campaigns in several cases. For example, resolutions were effective at raising public awareness and thereby pressuring corporate management about investments in Shell Transport and Trading PLC about Green issues by the organisation Follow This, apartheid South Africa, nuclear power, and labor disputes. Given these results, resolutions have been spearheaded by several coordinating groups, including the AFL-CIO and the Interfaith Center on Corporate Responsibility. Governmental, Local Authoritys, Trade unions pension funds also have become involved in supporting and submitting shareholder resolutions.

Reading

 * AFL-CIO. "How to File a Shareholder Resolution"
 * Shareholder Activism [IRRC]
 * Voorhes, Meg. "The Rising Tide of Shareholder Activism" DC: [IRRC], 2005