magazine > Winter 2009 > Issue 01
Share registration + retail investor services + employee benefits
‘‘I don’t do cosy, fireside chats...’’ Scotland’s former rugby captain David Sole on boardroom coaching
employee benefits ASDA’s Sharesave experience page 13
tarGET 2 SECURITIES What should you prepare for? page 16
Foreword words from the front
a time for innovation
John Parker Managing Director, Client Services, Equiniti
New year, new beginnings and a new magazine from Equiniti. If that all sounds a bit optimistic for 2009, it’s probably no bad thing. Indeed, if there is a common theme running through the first issue of this brand new Equiniti Magazine, it is that, in times of recession, the ability to be confident and innovative is more important than ever. It’s a theme that our Chief Executive Bill Dye takes up overleaf. It’s echoed in our interview with BBC’s Declan Curry, who points out that many of today’s top entrepreneurs emerged from the ashes of the last recession. And it’s reflected too in the wealth of expertise showcased throughout – both from Equiniti staff and from our customers. There is no denying things are tough at the moment (see right!). But this is a time for seeking intelligent solutions and focusing on the things that matter most. For us, that is you – our customers. And we hope you find this magazine interesting and useful. I’d also be very keen to hear any ideas you may have for the next issue – so please do email me with any comments. Best wishes for 2009.
John Parker Please contact me at: firstname.lastname@example.org
2 > Equiniti Magazine | winter 2009
August Chancellor Alistair Darling warns that the UK economy is facing its worst economic crisis since the Great Depression of the 1930s.
September Lehman Brothers, the fourth largest investment bank in the US goes bankrupt. It is the largest bankruptcy in US history.
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Dark days in the City as share prices tumble
‘‘I don’t do cosy, fireside chats...’’ Scotland’s former rugby captain David Sole on boardroom coaching
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Equiniti magazine number 01 Cover photograph by Rob McDougall Edinburgh, 2008
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regulars 4 First Person
Equiniti Chief Executive Bill Dye on his plans for 2009
6 Postcard from Westminster
John McFall, Chairman of the Treasury Select Committee
7 Postcard from California
Michael Bendorf, new Executive Director of GEO
8 In the know
Peter Swabey on the Companies Act
October Share prices tumble across the globe. The US and UK governments announce rescue plans for their banking systems – £37bn is pumped into RBS, HBoS and Lloyds TSB.
November Alistair Darling’s preBudget report cuts VAT to 15% and he predicts that the UK economy will begin to recover from recession in the second half of 2009.
December The soaring cost of petrol is a distant summer memory as the global oil price plummet brings the price at your local supermarket pump to a three-year low.
January Sainsbury’s announces it will create 4,000 new jobs following its best ever Christmas with likefor-like sales rising 4.5%. Recession, what recession?
25 Question time
High-flyer Chloe Barry takes the hot seat
A round-up of info and news from Equiniti
Features 10 David Sole
18 Thomas Cook
22 Declan Curry
What does the former British Lion bring to boardroom coaching? Why ASDA believes in Sharesave more than ever Target 2 Securities is heading your way. What do you need to know?
Derek Woodward reveals what is keeping him busy Discover the fast track to asset reunification
The BBC man reveals the view from his Working Lunch sofa
Equiniti Magazine has been printed on environmentally responsible paper manufactured using 50% recycled waste and 50% fibre from well managed forests, controlled sources and recycled wood. Equiniti Magazine is published on behalf of Equiniti by White Light Media. Editorial Director: Fraser Allen | Creative Director: Eric Campbell www.whitelightmedia.co.uk. Members of the APA & PPA
www.equiniti.com > 3
person: Bill Dye How would you sum up your first year? Nobody in business would say that the last 12 months has not been a challenging time but Equinti performed very well last year despite the economic environment. With the separation of the business from Lloyds TSB, 2008 would have been a difficult period at the best of times, so to have posted outstanding results against the background of the financial chaos is very encouraging. Low interest rates and low share prices will make 2009 a challenging year but Equiniti is very well placed to face these challenges.
What are your plans for 2009? I have two main strategies for 2009. Firstly to develop Equiniti’s core products internationally and secondly to broaden the range of products we already offer in the UK. Basically, my aim is to grow one part of the business vertically and the other part horizontally. We also want to bed down the business and keep an eye on our core products and customers.
Apart from the recession, what external influences will impact businesses this year? Legislative changes, such as changes to share plans and maximum savings rates could affect the way forward for us. As the Government puts together a package to drive growth, the rules of the game are going to change.
What’s your long-term vision? I want Equinti to be regarded as a ‘solutions’ provider rather than a ‘service’ provider. By developing our capabilities and creating a deeper partnership with our customers, we can offer unique solutions to their problems. Keeping staff motivated during this time of low share prices and underwater options is a real challenge for our clients and I want to drive a stepchange in the industry, introducing fresh, innovative ways of thinking and pushing it 4 > Equiniti Magazine | winter 2009
One year after being named Chief Executive Officer of Equiniti, Bill Dye reflects on his tenure to date – and what 2009 holds Portrait: graham jepson
into the heart of progress in the financial services sector. There is a balance to be struck between making the most of the knowledge we have and not being afraid to do things differently where appropriate.
What is the best part of your job? And what is the hardest? The best thing about my job is working with such a great group of people. Nothing is more rewarding than having a good team to work with that can make a real impact and drive change. The worst thing is when I have to make hard decisions about people that will impact their lives but at the end of the day I have to make decisions that are in the best interests of the majority even if a minority are impacted negatively.
I want Equiniti to be regarded as a ‘solutions’ provider rather than a ‘service’ provider Equiniti is now owned by private equity group Advent International. Does that mean that cost-cutting is top of your agenda? No. We run Equiniti as a business, and I was appointed to get on with the job. Equiniti was previously a relatively small part of the Lloyds TSB Group and, as a result, was perhaps not as results-driven or client-focused as it could have been. We have turned that around but you don’t achieve that simply by cutting costs – you do it by thinking carefully, by good management and by investing in the company where appropriate. We are now much more competitive and working hard
to create a business with outstanding long-term prospects.
What sets Equiniti apart from its competitors? We don’t want to simply be the best share registrar; we want to be an outstanding business. We are a group of people focused on and passionate about what we do. We believe absolutely that we do what is best for our customers and our ability to combine our experience and capability to create unique solutions is unparalleled. As well as having a fantastic history, Equiniti is by far the most modern and best-placed player in share registration today.
What’s your approach to leadership and which leaders do you admire? In my opinion, leadership comes down to your ability to get people to perform beyond what they think is possible. A manager will get 100% out of his or her team but a good leader will take them to the next level. Rudy Giuliani is a good example of a leader I admire. I was living in New York when he was Mayor (19942001) and his single mindedness and sense of purpose was outstanding. He truly believed that he could change the city and he succeeded in this task because he had a firm belief of what was right and wrong that transcended politics, and had courage of his convictions. If these qualities can bring positive change to a city of millions of people then they’ve got to be the qualities of a great leader.
If you could change one thing what would it be? Higher interest rates would certainly be high on my wish list! That aside, any change that would help us to hang on to, motivate and incentivise key members of staff would be welcomed. Our staff members have very specialised skills, so it’s important that we treat them well and retain them.
five facts about Bill
1 2 3 4 5
My favourite book is The Fountainhead by Ayn Rand
My pet hate is people who complain about situations or circumstances but do nothing to change them
n Saturday evenings, you are O most likely to find me relaxing at home with my family
My favourite holiday destination in
the world is Positano on the Amalfi coast in Italy
When I left
school, I wanted to play for the New York Knicks
www.equiniti.com > 5
feature xxxx subhead in The hereEquiniti xxxx Magazine opens a series of profiles from the world of Westminster by quizzing John McFall, Chairman of the Treasury Select Committee. Victoria Masterson explores his tough approach to the fallout from the banking crisis John McFall
Postcard from Westminster
just when they thought it might be safe to return to their desks, Britain’s banking and investment community faces another interrogation from the infamously blunt Treasury Select Committee (TSC). Led by its chairman, West Dunbartonshire MP John McFall, the City’s answer to the Spanish Inquisition hopes its current banking crisis inquiry will expose critical facts and fictions about the financial meltdown. “We’re talking to banks, hedge funds, regulators and economic experts,” McFall says. “We’re looking at exactly what went wrong and what shape the regulatory environment should take.” The Committee’s investigation into the Northern Rock collapse helped the Bank of England, the Financial Services Authority and the Treasury to formulate their thoughts on future legislation and McFall hopes a similar ‘roadmap’ can be provided this time. “To my mind the under-pricing of risk and ignoring of risk has been at the root of these problems,” McFall says. “We saw it again in December with (fraudulent hedge fund boss) Mr Madoff. What an appropriate name - he made off with $50 billion.” Many companies have contacted McFall directly with their stories of the Siberian lending climate. They include a business built up over 50 years with 100 staff whose debt repayments increased by half after its bank switched product pricing from the base rate to LIBOR, the higher inter-bank lending rate. The company’s overdraft is also 70% more expensive. “It just underlines the gravity of the problem,” McFall says. “The Governor of the Bank of England said at the November inflation report that bank lending was the most pressing problem facing the economy. The Government has made good efforts on this issue, but I don’t think they’ve got a solution yet and more pressure has to be applied.” When it comes to applying pressure, former school teacher McFall is an expert and has accused various regulators and corporate grandees of being asleep while metaphorical muggings took place in broad daylight. He suggests his greatest strength is “digging” 6 > Equiniti Magazine | winter 2009 2008
John McFall Born: 1944, Dumbarton Education: Paisley College; Strathclyde and Open universities Family: Married to Joan, four children Parents: School caretaker and shopkeeper Favourite book: Naught for Your Comfort (1956) by Trevor Huddleston (an Anglican priest who became a celebrated antiApartheid campaigner in 1950s South Africa)
and euphemistically describes his interrogative style as “critical analysis, based on evidence and ensuring outcomes”. “You’ve got to draw people out,” he adds. “If you didn’t draw people out you could have a very sterile exchange.” After leaving school with no qualifications, McFall took a job weeding council parks before studying chemistry, education and then an MBA. Joining the Labour party in 1971 was his first entry to politics. Intellectual stimulation and being confronted with fast-flowing problems are what he enjoys most about his current role. Outlining his vision for financial services, he says: “I want a financial centre that is thriving, that adds to the general well-being of the economy but that is open and straight with the customers. But what I’ve seen is too much complexity, opacity and not enough engagement with ordinary savers and borrowers.”
Blurb text in here xxxx 2 lines max Blurb text in here www.equniti.com/corpgov Times may be Blurb hard but is one a weak economy that xxxx 2 lines max textthere in here xxxxaspect 2 linesofmax Michael Bendorf likes – it makes people ask questions. The new Executive Director of the Global Equity Organization speaks to Fraser Allen from his office in San Francisco, California
Postcard from California
michael Bendorf wouldn’t have chosen the height of a global economic crisis as the ideal time to take on his new role of Executive Director at the Global Equity Organization (GEO). “I kind of wish there weren’t quite so many challenges out there,” he says ruefully. “But I am very excited too. You’ve got to cope with the hand that you’re dealt and I can see lots of opportunities. “One of the positive consequences of a weak economy is that it prompts people to ask tough questions – questions that they should have been asking during the good times but somehow didn’t feel compelled to. That questioning culture will enhance strategic thinking in the equity compensation community as a whole.” But is Michael concerned that cost-cutting will lead many companies to drop employee share schemes (or ‘equity compensation’ schemes as they are called in the US)?
info on GEO GEO is an international non-profit body that promotes best practice in employee equity schemes and provides professional education and networking opportunities. GEO’s 10th Anniversary Conference will be held in Paris on 10-12 June. Equiniti clients are entitled to a 10% discount on all registration fees. Simply register online at www.globalequity.org and enter the discount code EQUINITI09
“It’s fantastic that the economic situation is encouraging companies to ask questions,” says Michael. “It’s apparent that senior leaders of organisations often don’t know why they have equity compensation schemes to begin with. When challenged, they often say it’s because their competitors have similar schemes. But return on investment is essential and it’s only when you start asking questions that the full value of equity compensation becomes clear. So we want to help share information in this area.” Michael also believes that organisations such as GEO are never more valuable than in times of uncertainty and crisis. “I’d like to see us take more of a leading role in advocacy so we’re not just letting members know what is happening, but advising them on what they should be doing and why,” he says. “In this rapidly changing economy, nobody is sure what best practice is anymore and everyone is looking for ideas on how to approach their own challenges. Exchanging ideas is one of the things that GEO does best, so it’s a great opportunity for us.” On a practical level, although Michael believes increasing travel restrictions may make attendance difficult for some, he still expects high delegate numbers at this June’s Paris conference. “We’ll be using the web and printed materials as never before in an attempt to deliver value to our members,” he says. “But there’s no substitute for meeting your peers face-to-face and sharing ideas and strategies for thriving in the current environment. “We’re also going to be wrapping up our local chapter activities in a way that, if you can’t come to us that’s fine, we’ll come to you,” he adds. And Michael speaks as someone who recently visited 13 cities in seven countries on four continents in just one month. “It was an incredibly busy and exciting time,” he laughs. “But I’ll never do quite that much travelling ever again!” ● Having previously served on the Board of Directors, Michael is a well-known figure within GEO. Prior to joining as Executive Director, he headed up the global survey and market research operations of Buck Consultants. www.equiniti.com > 7
In the know:
The Companies Act 2006 Equiniti Company Secretary Peter Swabey launches a regular column by looking at the impact the Companies Act will have on organisations this year
Readers of the previous incarnation of this magazine will no doubt be well-informed as to the salient points of the Companies Act and what it means for our clients. However, as a new year gets into full swing, it seems timely to offer a refresher on some of the key issues and, in particular, the changes that will be introduced in 2009. Updating and codifying the 1985 Companies Act and subsequent legislation, the Companies Act 2006, was from the beginning a wide-ranging and ambitious piece of legislation. Indeed, it was the longest in Parliamentary history, affecting almost every facet of company law. Its overriding aim was that of simplification, and it was based on the premise of ‘think small first’. In other words, the theory looked at company law in terms of ‘If you have a small company, what do you actually need to manage it?’ and then sought to apply that same methodology all the way up the scale to a global organisation. The resulting Act is written in more accessible language – language that a layman could probably pick up and run with. Yet the Act was hampered by the time it took to progress, and the ‘simplified’ document doubled in length to 1,200 pages. How did this come about?
Ironing out the creases The problem is that different rules apply to different classes of company, and so putting all the rules in one place is by no means straight forward. The process means automatically replicating some sections. For example, where the old Act would offer specific provisions for proxy voting, there are now separate sections for proxy voting for private companies, for public companies, for listed public companies – and so on. Unfortunately, the progression of the 8 > Equiniti Magazine | winter 2009
Act has been further hampered by the EU Shareholder Rights Directive. Consider this: the UK rewrites the Companies Act to get ‘best in class’, it became law in 2006 and implementation is ongoing until 2009. Then, in 2008, our European partners introduce the Shareholder Rights Directive, which requires changes to the Companies Act. The silver lining to this delay is that the UK Government now has the opportunity to revise and improve some sections of the Companies Act, notably around the conduct of company meetings, which had attracted some criticism.
The next steps The 8th Commencement Order was made on 5 November. Since the Companies Act
The total amount of pages in the new ‘simplified’ Companies Act
The new Companies Act will come into full effect in October this year
implementation is staged, running from January 2007 to October 2009, each successive implementation has to have a Commencement Order, bringing into force specific sections of 2006 Act and repealing or amending specific sections of the 1985 Act and succeeding legislation. The latest Commencement Order brings into force the sections that remain outstanding (with one or two exceptions) and deals with the necessary transitional arrangements which will apply from 1 October 2009. For our clients, one of the most immediate effects of the new Act related to the staging of their AGMs. The 2008 AGM season was the first full season in which Part 13 of the Companies Act 2006 applied, and so we expected it to be an interesting learning curve for all concerned. Happily, there were no real issues and the process was a seamless one thanks to the hard work of all involved. However, two of the sections that are not being commenced – s327(2)(c) and s330 (6)(c) – relate to the deadline for the appointment or termination of a proxy and are not being commenced, as the wording was at best confusing. So what areas is the 8th Commencement Order concerned with? Primarily, it’s company structure that’s coming into focus – the ways in which companies form, their structure, purpose and the way in which they are managed. This will mean that all of us have to get used to new section numbers, new forms and the changes that the new Act brings, and I will be looking at some of these in more detail later in the year. For many reasons, few of them good, 2008 was a very eventful year for company secretaries. 2009 looks to be similarly unpredictable but, through this column, I do at least hope to provide some illumination on some of the regulatory challenges. If you have any questions or comments please do get in touch with me – and best wishes for the year ahead.
Whatâ€™s your view?
illustration: helen berry
ave an opinion on this article or a question for Peter? Let us know your thoughts H by sending an email to email@example.com or call Peter on 01903 833488
www.equiniti.com > 9
cover feature david sole Portrait: Rob McDougall
David Sole used to lead the Scottish rugby team into pitched battle. Now he leads senior executives towards ambitious business targets. Fraser Allen meets the British Lion turned executive coach The date is 17 March 1990. The occasion is a Grand Slam rugby decider in Edinburgh between Scotland and England. The Scots appear in the tunnel. The crowd expect them to run on, but they don’t. Instead, their captain leads them in a slow, determined march into the arena. The expression on the captain’s face is best described as steely. His name is David Sole and he is about to lead Scotland to one of the nation’s greatest sporting triumphs. The rugby kit may have been long since replaced by a business suit, but David continues to carry that same air of quiet conviction into boardrooms across the UK. After building a successful career with United Distillers and Diageo, he moved into executive coaching, becoming head of the leadership development practice at Whitehead Mann and then setting up his own practice last year. David’s roll-call of clients is impressive, including BT, Sainsbury’s, Microsoft, Standard Life, Barclays, ASDA and AXA Insurance. But anyone who thinks that hiring David Sole is just a good excuse to share a few rugby anecdotes is in for a wake-up call. “I’m not a believer in using executive coaching just because someone thinks it will be fun, or because one of their peers has had it,” says the former British Lion. “With me, it’s very much about being clear on the objectives you want to 10 > Equiniti Magazine | winter 2009
“I don’t do cosy, fireside chats”
achieve and ensuring those are linked to business outcomes. “I don’t do cosy, fireside chats,” he adds. “There should be a degree of discomfort with coaching and it can be very challenging if you are dealing with something that’s behaviour-orientated.” David does, however, believe that executive coaching provides valuable support for people who are in an increasingly pressurised position. After
all, the Companies Act 2006 (see p8) places further emphasis on the duties and responsibilities of directors, and the recent travails of senior executives in the banking sector have demonstrated just how demanding a board position can be. “It’s not easy,” says David. “The level of stress in organisations and for senior executives is significant, particularly in the current economic environment. Also, in large organisations, understanding the
Prop forward David Sole captained Scotland 25 times and won 44 caps in all
politics and ways to influence and obtain buy-in to decisions is very important. So having someone come in with a completely impartial perspective and a high level of trust and integrity is very valuable. It gives people a degree of safety in conversations that isn’t usually possible.” Yet in these economically challenging times, how does David explain the return on investment that coaching can bring?
“Towards my late twenties, I realised that my rugby would come to an end and that I needed to start to think about what to do next.”
“Executive coaching often sits in the budget under ‘discretionary spend’,” he says. “In fact, the value it brings when times are tough is enormous but coaching isn’t one size fits all. Organisations get the best return on investment when they allocate coaching in a very targeted way. As I say, good coaching sets out defined business objectives and then achieves them. That makes the return on investment easy to identify.” David admits that his profession can sometimes suffer from being “tarred with the same brush” as those at the more flaky extreme of the coaching spectrum, particularly some life coaches. “It’s a market where there are no barriers to entry,” he says. “You can set up as a coach tomorrow with no qualifications.” For his part, David is a member of the European Mentoring and Coaching Council and has regular sessions with an accredited supervisor to refresh his own skills. But how did a rugby player end up coaching executives in the higher echelons of UK business? “As a player, I was actually very unfocused on my career,” he laughs. “However, towards my late twenties, I realised that my rugby would come to an end and that I needed to start to think more seriously about my professional career. My appetite for business coaching was stimulated when I made the move to United Distillers. We all went through a coaching programme there and, having come from a high performance sport where coaching is so much a part of winning, I saw some really interesting connections.” As a player, David was known as someone who led by example. “He was no tub thumper,” said British Lions coach Ian McGeechan. “But he carried so much respect among the players that he had no need to be.” For his part, David believes that listening is more important than talking. “One of the fundamental competencies is good listening skills,” says David. “You bring your own intellect and experiences to coaching conversations, and the ability to deconstruct complex issues and reframe them in a new way is important. So too is a willingness to challenge, but to do that in an environment that encourages a high level of trust and www.equiniti.com > 11
cover feature david sole
The lesson I have learned and the one I pass on to my clients is one of attitude and outlook empathy with the individual.” The common issues that David finds himself encountering relate to stakeholder management and influencing organisations. “Many companies are organised around complex matrix management structures, resulting in ambiguity around who is accountable for what,” says David. “That can be a very challenging environment for people to operate in, particularly if they are new to it.” The other common issue is leadership. “Very often, people are promoted into positions because they’re functionally or technically competent in those areas, and as they go up through the organisation, so the implications for their leadership skills become ever greater,” says David. “I think leadership, in its embryonic form, is a bit like parenting. You rarely get any training on how to do it right – instead you see people doing it well and people doing it badly. You then apply your own value set to that and emerge with your own leadership (or parenting) style. Part of what coaching does is to allow people the space to reflect on that style and consider whether it is appropriate for their situation within that organisation.” And in a career that has built a virtue from thoughtful reflection, the biggest lesson that David has learned is the value of a ‘can do’ attitude. “In many senses I’m fortuitous to enjoy such a rewarding career,” he says. “But I do believe that you make your own luck in life. The lesson I have learned and the one I pass on to my clients is one of attitude and outlook. People who remain optimistic, put personal worries aside and imbue their positivity throughout the business, end up in a good place. Particularly during this period of uncertainty, if you can see the light at the end of the tunnel, you’re half way there.” 12 > Equiniti Magazine | winter 2009
David plots his next strategic move
Sole man David and his wife have four children – his daughter is in the Scotland under-21 netball squad and one of his sons is in the Scotland under-15 cricket squad.
Although based in Edinburgh, David also has farming interests in Aberdeenshire, where he is creating a pedigree herd of Angus cattle.
Keep it quiet if you’re Scottish, but the captain of the 1990 Grand Slam was born in Buckinghamshire and played for England in an under-23 rugby trial match.
Everyone’s a winner How are Sharesave schemes surviving the scrutiny of recession-led budget cuts? Pretty well thank you, suggests Charlotte McNeill
Here’s a question for you. Take a wind-up radio, a Dyson vacuum cleaner and a Sharesave scheme – and then answer this. What do all three have in common? If you answered correctly that they are all great British inventions, you get one point. But you also get a bonus point if you observed that each of these pioneering products offers that elusive quality that can only be described as ‘everyone’s a winner’. It is products such as these that survive
recessions, which is just as well. As Michael Bendorf, Executive Director of the Global Equity Organization explains on p7, the current economic climate is quite rightly encouraging businesses to question every investment they make. This inevitably means that savings will be made in some areas but it also means that the genuine benefits of good ideas will be appreciated afresh. One company that has long championed the value of Sharesave schemes and is certainly not wavering, recession or no recession, is ASDA. www.equiniti.com > 13
“I’m the point of contact for all our colleagues who take up the scheme,” says Tracey Phillips, Shares Adviser at ASDA. “So I know at first hand just how popular it is. Considering that the option price for people who signed up three years ago was £20.80 and today the share value is £34.97, it’s not surprising that so many staff members take advantage of it. You can’t argue with such a healthy return.” “As well as offering a potential boost of income to current colleagues, Sharesave is an effective tool for attracting new recruits – especially as ASDA shares are performing well compared to some others in the market right now,” adds Tracey. “Sharesave also improves staff retention as it acts as an incentive for our colleagues to stay with us for three years. And of course, wealthier staff make for happier and more focused staff. “I think we can further increase uptake by communicating a clear message on exactly how the scheme works. We’re aiming to deliver this message via the people managers in each ASDA store this year. “Making it as easy as possible to join the scheme is also important,” says Tracey. “Last year, we introduced a service whereby colleagues can text us the amount they would like to save and we
do everything else – this has been very popular so far. Sharesave is a major part of ASDA’s reward package and it has a bright future here.”
Phil Ainsley, Head of Employee Share Plans at Equiniti, is also convinced that the benefits of Sharesave are far reaching. “In some sectors, particularly the retail market, it’s vital to offer them to keep up with the competition – as well as ASDA, all the big supermarkets such as Tesco, Sainsbury’s and M&S have them. Sharesave schemes improve
The schemes can act as a kind of corporate glue, which for our large clients like ASDA is particularly useful Phil Ainsley, Senior Manager of Employee Share Plans at Equiniti
understanding among staff of how the organisation’s performance impacts its share price and this in turn improves employee engagement,” says Phil. “The schemes can act as a kind of corporate glue, which for our large clients like ASDA is particularly useful. When there are so many different businesses that are owned by a giant like Walmart, any extra cohesion is a bonus and helps awareness of the larger corporate identity. Also, being open to everyone in an organisation from sales assistants to the chief executive, means everyone has the chance to participate on the same terms and develop a sense of ownership.” But with the share value of many companies taking a hammering at present, are these schemes becoming less popular? “We’re seeing very different types of behaviour in different sectors. For instance, within the financial services sector, around 70% of participants are cancelling existing contracts where options are ‘underwater’ to reinvest in new ones instead. Whereas in the retail sector, this figure is only about 2-3% because a lot of people working in retail tend to see the scheme primarily as an easy way to save – the money comes straight of pay – and maturity proceeds go towards paying for their Christmas presents, for instance.”
:: the tax perspective
Judith Greaves, head of tax group at Pinsent Masons explains the tax incentives of sharesave
key benefit of Sharesave schemes is that, in most cases, the returns are tax free. Employees' gains may be subject to Capital Gains Tax when they sell their shares, but for most people the amount falls within their CGT annual exemption, so there is no tax to pay. And the best bit is that it is risk free. Even if the share price falls underwater so it would cost less to buy shares in the market than by
14 > Equiniti Magazine | winter 2009
exercising the option, employees are still guaranteed a tax-free lump sum at the end of their savings contract. With share prices generally relatively low, for many companies this is a great time to offer Sharesave options. The tax rules allow companies to grant options at a discount – for instance, if the share value at the beginning is £1, options could be granted with an exercise
price as little as 80p. With a minimum savings contribution as low as £5 or £10 per month, these schemes are accessible to employees at all levels. An evaluation of taxadvantaged all-employee share schemes at just under 1,000 organisations in the UK published by H.M. Revenue and Customs in September 2008 found that 48% of the Sharesave participants who responded
said the provision of the Sharesave scheme encouraged them to stay at their organisation. Meanwhile, 99% said they joined as it was an easy way to save – and half had used their cash savings to buy shares. Sharesave has stood the test of time. At Pinsent Masons, over the years, we've seen that our clients' employees really like Sharesave for a simple reason – it works!”
Sharesave schemes improve understanding among staff of how the organisation’s performance impacts its share price
} :: the employee perspective
Kieran Shanahan, General Store Manager of ASDA in Harrogate, joined Sharesave aged 16
Sharesave gives colleagues a stake in the company
With the lure of increased employee engagement, improved staff retention, potential financial gain for employees and tax reductions for employers, why don’t all listed companies offer these schemes? “If an employer has lots of staff holding a variety of roles in different stores, depots and offices, it can be difficult to communicate the benefits of these schemes in a way that’s appealing to everyone. In a volatile market, some companies are reluctant to contribute to a scheme where it may be difficult to quantify the value,” explains Phil. “However, Sharesave options granted at a low share price with expectations for recovery can be a more cost-effective reward tool than just delivering cash. An issue surrounding the scheme at the moment is that when people cancel contracts this year and enter into new ones it can add extra cost to the company’s profit and loss account. But, generally speaking, the value added is much greater than the cost of implication. Sharesave is an easy scheme to set up and is a good proposition for staff. It is still a popular and valid reward tool,
particularly for companies with lower paid staff members who generally speaking are not interested in risk investments.” Calls for an overdue rise in the contribution limit going unanswered, changes to Capital Gains Tax and an uncertain financial climate may muddy the Sharesave waters but Phil is confident that they will continue to play a key role in UK employer’s reward packages. “Going forward Sharesave plans will remain very popular with companies and their colleagues. I see their value increasing in these uncertain times and expect them to remain a key benefit in the reward toolkit. I encourage anyone interested in finding out more to get in touch.”
If you would like more information: • To discover more about Sharesave or ask any questions, please contact Phil Ainsley on 01903 833447 or firstname.lastname@example.org
started contributing to Sharesave when I first started working at ASDA. I began by committing to a small sum of money each week and kept increasing my payments each year. Now, I’ve been in the scheme for 10 years and I have benefited tremendously from it. It’s a great way to save because the money comes straight from my wages and nobody misses what they’ve never had. I used funds from the scheme to pay off my student loans one year, so I’m certainly a big Sharesave fan. “Many of my colleagues have benefited from it too. I often hear people mention that they’ve cashed in their shares to buy a new car, help put their kids through university or even treat themselves to a holiday. The best thing about Sharesave is that you can’t really lose. Even if you need the money, you can just cancel it and get your lump sum back. Besides, it’s always surprising how quickly small regular contributions turn into a nest egg.”
www.equiniti.com > 15
feature Target 2 Securities
The shape of things to come
T2S, a new pan-European securities settlement system, is heading your way. But what are the benefits and what are the potential drawbacks? Fraser Allen asked John Heaton for an expert’s view
As we interview John Heaton, a large silver balloon floats mysteriously past the window of our third-storey room. John is quick to spot it. Then again, he has plenty of experience at keeping a watchful eye on the horizon. As Head of Corporate Client Services at Equiniti, John is keen to alert organisations to the fact that Target 2 Securities (T2S) is looming into view. The benefits for Equiniti clients remain to be seen, but John’s main recommendation is clear – get to grips with what is happening, because T2S is not going away. “Target 2 Securities is driven by a desire to reduce barriers to efficiency across Europe,” says John. “The slow pace and cost of settlements are seen as inhibitors and, as a company at the hub of the UK settlement system, we support harmonisation. However, unanswered questions remain. Our customers are facing the costs of the Euroclear single platform development whilst struggling to see the benefits – and there is a risk the same could apply with T2S. We hope to be proved wrong, but it’s important to discuss any concerns openly.” The European Central Bank has already introduced Target 2 – a panEuropean cash settlement system. T2S, scheduled for introduction in 2013, will provide settlement for securities, not just across the Eurozone but, potentially, across the whole of Europe. It follows the 2003 Giovannini Group report to 16 > Equiniti Magazine | winter 2009
the European Commission, identifying 15 barriers to efficient EU cross-border clearing and settlement. The aim is to create a system that is closer to the US in terms of speed and cost-efficiency. In today’s market, a central settlement body offers major financial benefits in terms of improved collateral management for those who are able to take advantage. The development of T2S also follows the introduction of Phase 1 of the Euroclear Single Platform that will take place in 2009. “There is potentially some duplication between Euroclear and T2S,” says John. “But there are important differences too. Euroclear is the product of intense and open consultation. But there hasn’t been the same warm, open consultative approach with T2S. In part, that is probably because of the time scale – 2013 is not far away for a project of this size and complexity.” According to John, the likely benefits of T2S for UK issuers are comparable to the Euroclear Single Platform. “In simple terms, you can argue that the more effective the market, the more liquid the stock; and the more liquid the
The aim is to create a system that is closer to the US in terms of speed and cost-efficiency
stock, the better the price. However, that is extremely difficult to put a value on and, if you are comparing that to the cost of developing the interfaces, one figure is hard and fast, and the other is not. In addition, for those jurisdictions covered by Euroclear, this potentially layers another cost to systems that are already in place.” Euroclear has put forward a variation on the current proposals which it has called the User Choice Model. The T2S team is unsure how it might work in practice and is awaiting more information. Issuers will also want to understand what it might mean.
Continental Drift Another big issue for the UK is that T2S is very much modelled on the needs of continental Europe, and discussions to date have focused on the European settlement model, which has profoundly different characteristics to the UK. “If you design something for Europe that you then introduce to the UK, you run the risk of creating something that’s not fit for purpose,” says John. “One of the things that the UK is very good at is dealing with corporate actions in a mass shareholder market and CREST has been instrumental in that. There is a danger that speed of transaction and settlement could be diminished in some way by T2S. Similarly, transparency may be reduced if more stock is held in nominees less familiar with the S793 requirements. These fears may prove unfounded but it’s
T2S, scheduled for introduction in 2013, will provide settlement for securities across Europe
important that we flag them up. If we get the assurances we’re looking for, that will be a big help for us and our clients.” The Bank of England has not yet committed to T2S and there are clearly complexities to consider in terms of currency exchange and legal certainty (i.e. where the register is held). They believe that the latter will effectively remain unchanged but there are technical questions which they are currently reviewing in detail. In addition, the UK has a critical mass as the biggest securities settlement jurisdiction within Europe. “If, for instance, Italy decided to stay out of this, they would struggle,” says John. “But the UK is better placed – we have the dynamics and are already very efficient. Clearly the big advantage in such a decision is for those who are
trading in Sterling and the Euro.” They are exploring the market and are keen to understand the perspective of all parties. So what does John think people should do now? “We have had initial discussions with T2S and the Bank of England to seek to understand the practical changes (and resulting costs) which will be generated, obtain clarification about the business case and cost/benefits and influence what is going on. We will report back on that,” he says. “However, I do urge our clients to engage with this issue themselves so they understand what’s going on. By all means contact us with your views and questions. Also make use of any trade bodies that you are part of, particularly those with a European focus, and make your views known to the Bank of England if the
opportunity arises to influence the process directly. This is something that is heading our way. It’s best to be prepared for it.”
If you would like more information: If you have any queries or comments about T2S, please get in touch with us by any of the three following options: •Telephone John on 01903 833028 •Email email@example.com •Or speak to your Equiniti relationship manager Also, for further information about T2S, visit the European Central Bank website at www.ecb.int www.equiniti.com > 17
group company secretaRy derek woodward thomas cook Portrait: graham jepson
Last year, Derek Woodward moved from Centrica to Thomas Cook, with the challenge of establishing a new secretariat from scratch. Charlotte McNeill catches up on his progress What has been keeping you busy? When I joined last year, I had the large challenge of establishing a new secretariat team and embedding the processes required of a secretariat to deliver a firstclass service to chairman, chief executive, the board and its commitees. Six months after the My Travel and Thomas Cook merger in 2007, the former secretariat left the organisation due to location reasons, which from my perspective was an excellent opportunity to start things from scratch. In what was probably one of the quickest recruitment drives ever, I recruited a full contingent of a deputy, two assistants and a PA within four months. I was lucky to find such highcalibre individuals so quickly. It’s a very exciting time for us and it’s definitely the newness of it all and the ability to really make a difference that I enjoy most about my job right now. One of the other big challenges was to project-manage the annual report. It was always going to be a 18 > Equiniti Magazine | winter 2009
The man from mammoth task, with a number of Group roles being new to their job, but ensuring that the report met the new enhanced business review regulations added to the challenge. I’m pleased to say it went very well and the support we offered showed the ability of the secretariat team to add value to the organisation within a very short period of time. I can’t believe so much has been achieved in nine months.
What’s next on your ‘to do’ list? It’s essential my colleagues appreciate the role we can play in guiding issues through the approval process, through various committees and the executive board up to plc board level. I also aim to demonstrate that the secretariat team is very much
part of the business, not a group that sits in isolation in head office. We aim to understand the business issues faced by our colleagues so that we can help them.
You have got to have the drive and determination to work hard and to want to succeed
People will delay buying a new car, sofa or carpet but are very reluctant to give up on the holiday
Current role Group Company Secretary, Thomas Cook Group plc 2001-08 Head of Secretariat, Centrica plc 1998-01 Company Secretary, Allied Zurich plc 1990-98 Assistant Secretary, B.A.T. Industries plc professional interests Derek is a Fellow of the Institute of Chartered Secretaries and Administrators (ICSA) and a member of the ICSA Company Secretaries Forum. He is also co-author of a number of ICSA Best Practice Guidance Notes
Thomas Cook What impact is the recession having? Independent research conducted at the end of last year tells us that the family holiday is usually the last thing to go. People will delay buying a new car, sofa, or carpet but are very reluctant to give up on the holiday. We have put actions in place to ensure we remain competitive and flexible in the current climate. Details can be found in our annual report at www.thomascookgroup.com/ara2008.
What does it take to succeed as a company secretary? Fundamentally, you’ve got to have the drive and determination to work hard and to want to succeed and make a difference. You should fully understand
the technical intricacies of the job such as the Companies Act, listing rules etc. And always seek advice from advisers but don’t overly rely on them. Having a working knowledge of the technicalities helps you better understand their advice. Communication skills are also essential. You could have the best technical mind in the country but if you can’t communicate information effectively then it’s worthless. When communicating with very busy time-poor executives and non-executive directors, you must ensure that a) you
get it right and b) deliver the answer in a concise way – often in bullet points. If not, the chances are that they will go elsewhere for the information. Being open and transparent and presenting complex issues in bite size chunks are key requirements. Managing expectations is also important. A good secretariat tells people what they can expect and then meets and exceeds their expectations. And if you don’t know something, don’t bluff – find the answer. If you can do all that, you stand a good chance of success. It’s a great profession to be in, working with the most senior people in the company across a broad range of issues.
What single thing could improve your working life? Teleporting so I can be in more than one place at the same time. Oh, and more hours in the day would be handy too!
How do you unwind after hours? I have a very wide range of music tastes. Favourite artists that immediately come to mind include Barbara Streisand and David Bowie. I like to watch films too. I’d say that my favourite is The Pianist. I’ve watched it several times and I think that it captures beautifully one man’s survival against all the odds. Mama Mia helped me take my mind off things (as well as reminding me of those Greek holidays!)
If you could invite three people for dinner who would they be? Oh, a difficult one with so many people to choose from. My first choice would be Thomas Cook, regarded as the founder of popular tourism and who started the company that is now Thomas Cook Group plc. My second guest would be Sir Frank Whittle, whose invention of the jet engine made affordable mass market overseas tourism possible. They lived in different ages and it would be interesting to hear Thomas Cook’s reaction to the modern world of tourism. That leaves me with my third guest who would have to be my wife. I would hope for an enjoyable evening so I’d like to share it with her. www.equiniti.com > 19
feature asset reunification
£30b the treasure hunt begins here
Billions of pounds lie unclaimed by British investors, making asset reunification big business. Duncan Stevens, Head of Asset Reunification at ProSearch, explains all to Charlotte McNeill
20 > Equiniti Magazine | winter 2009
Everyone knows that e-mails and letters bearing the good news that you are just one phone call away from claiming a life-changing sum of money are exactly as they first seem – too good to be true. However, if a letter lands on your doormat from ProSearch, created by the merger of Trust Research Services and Equiniti’s asset reunification division in June 2008, a windfall may well be on the horizon. Estimates suggest that dormant accounts, and unclaimed insurance policies and pensions in the UK add up to £30 billion of unclaimed assets. It’s ProSearch’s goal to return this money to its rightful owners. But how could so much money have fallen off the radar? “In the 1980s, a spate of government privatisations meant that lots of people bought shares for the first time and didn’t know what to do with them or how to manage them. Simply moving address without notifying the share registrar or company can make
it very difficult to return assets owed,” explains Duncan Stevens, Head of Asset Reunification at ProSearch. “Beneficiaries of the asset reunification programme could be due anything from a few pounds to over £250k. The value of holdings varies widely but our larger projects tend to come about as a result of privatisations or other corporate transactions such as the takeover of 02 by Telefonica.” But if privatisation took place over two decades ago in some cases, why haven’t the assets already been returned to the holders? “A general shift in the last 15 years has seen the rights of shareholders be more widely acknowledged and corporate governance become more important. Companies want to be seen to act fairly, especially to stake and shareholders,” says Duncan. With the press only too happy to flag-up instances of companies using unclaimed assets to strengthen their own profits, it is little wonder that many leading companies are keen to
0bn To find out about ProSearch, contact Duncan Stevens on 01732 741411 or Duncan.Stevens@ProSearchAssets.com
to be returned to rightful owners
be proactive in attempting to return the assets. Calls from the Government to allocate the monies to community schemes across the UK are also prompting more companies to take action and reunite investors with their cash.
Finding rightful owners So how exactly does the programme work? “Our main focus is conducting very detailed research to ensure we get in touch with the right people. Some other service providers opt for a more scattergun approach but we do not believe in blanket bombing with letters. Our approach takes longer but it greatly lowers the risk of mistakes or fraudulent claims,” says Duncan. “Our partnership with Equiniti works well as we share the same outlook on the importance of data security and getting it right first time.” ProSearch’s letters and documents are designed to include all the information a recipient needs to make a claim, presented in a clear and concise manner
with transparent details of fees. A phone line for anyone who requires extra support and a freepost envelope makes submitting a claim quick and easy. “It really is a win-win for investors and companies. The investors obviously get the money they are owed, along with the added value of a guiding hand from us on exactly what they need to do – something which is often very attractive to non-professional investors,” explains Duncan. “Meanwhile the company can prove it’s adhering to the highest level of corporate governance by returning money to former shareholders. Our programme allows them to do this in a cost and time efficient way.” With a success rate of 50-80% and a track record of returning millions of pounds to investors, ProSearch’s confidence is well founded. What better PR boost than to re-engage with stakeholders and help shareholders recoup the funds owed to them? Things aren’t always too good to be true.
In practice: O2 ProSearch offered to help O2 tackle the challenge of returning millions of pounds’ worth of unclaimed assets to 25,000 former shareholders following our acquistion by Telefonica. Robert Harwood, Company Secretary of O2. said: “It required minimal time and effort on our part. ProSearch were able to take ownership on our behalf, respect our corporate values in terms of communications with former shareholders and deliver the results that we were looking for.”
The benefits to O2:
Within just eight months of taking on the account, ProSearch found and returned money to over 16,000 of the 25,000 unclaimed shareholders O2 had lost track of, equating to a success rate of over 64% so far. Individuals are still approaching ProSearch.
Approximately £32m in unclaimed funds has been returned to former O2 shareholders via ProSearch, which represents about 62% of unclaimed funds.
The project required minimal input from O2 and was cost free.
O2’s former shareholders were approached in a professional and helpful manner that simultaneously refreshed awareness of O2 in a very positive light.
www.equiniti.com > 21
interview declan curry
22 > Equiniti Magazine | winter 2009
The art of the stupid question
Pizza delivery firms are said to be making a fortune because of the recession. But business reporters have been kept pretty busy too – just ask Declan Curry of BBC Two’s Working Lunch. Liz Barclay reports Declan Curry always wanted to do something involving chemicals in test tubes – but instead he ended up on the Working Lunch sofa presenting BBC Two’s daily business, consumer and finance programme. Despite the change in direction, he claims it’s the best job in TV. “For the last eight years I’ve been getting up for work in the middle of the night, as the business presenter on Breakfast on BBC One,” he says. “The hours were certainly anti-social, but I was incredibly lucky: I had a fascinating job, I worked with colleagues who are much smarter than I am and I met the most interesting people. But the recent move to Working Lunch is the icing on the cake. I have all that, and more and I get an extra three hours in bed. “I asked one of my TV friends recently how he would describe me. He said: ‘You’re not afraid of looking like an idiot’. I hope he meant I’m not afraid to ask simple, direct questions. I don’t think interviews are an excuse for presenters to show off – I see it as my role to find out the information we all need to navigate this increasingly-complicated world.” And what a time to be working in business and finance journalism. What has it been like covering the recession? “I’ve never been on the telly so much,” he grimaces, modestly. “And you can easily get overexposed – but I’ve thoroughly enjoyed explaining how this
already complex, inter-connected world is continuing to change and shift, what that means for you and your family, and how you can make the most of it. “All the teams I work with have had a lot to do. We take in all these events from geopolitics and high-finance to the personal stories about the pound in your pocket and we give the audience the facts about what is happening and why. “Our audience helps us a lot, too. From pensioners and homeowners to top-flight city workers and corporate executives,
“I asked one of my TV friends recently how he would describe me. He said: ‘You’re not afraid of looking like an idiot’ their experiences and insight have helped inform our reporting and improve our understanding. I’m always very grateful for their input.” Declan has been a finance and business journalist for 15 years, starting on radio and moving to TV to work as a producer on BBC Two’s personal finance show Pound for Pound before getting his break as an on-screen reporter. He’s been in the game since the economy recovered from the recession
of the early 1990s. So did he ever expect things to get as bad as they are now? Hindsight is, as he says, a wonderful thing. “Clearly our over-reliance on debt – as individual consumers, as companies and as governments – is a major factor in the current slowdown, and unwinding the asset and credit bubbles that were fuelled by this debt will be a long, painful process. “But while it was building up, the value of the debt was always well below the value of the assets and while interest rates remained low and (crucially) credit continued to flow easily, many people convinced themselves that it would all be alright on the night.” When it became obvious that it wouldn‘t be alright, Declan was part of a team at the BBC that was there to keep viewers informed and explain the unfolding banking crisis. “All I can say is, thank goodness for Robert Peston,” says Declan. “I’m not just saying that to suck up to the boss (and I’d be wasting my time if I did, as he doesn’t fix my pay packet.) “But from his perch as the BBC’s business editor, he was the first to reveal to most people the funding problems at Northern Rock, the wider capitalisation issues at the major banks, and the plans to rescue Lloyds TSB and others. “At each of the defining moments, Robert was there first, giving people the facts about what was happening, and explaining why it was - and he did it
www.equiniti.com > 23
interview declan curry
24 > Equiniti Magazine | winter 2009
Takeaway Curry Biggest lessons learned
“Don’t be afraid to take chances, don’t be afraid to ask stupid questions and be nice to people.”
Inspirational figures Declan co-presents Working Lunch with Naga Munchetty
“Recession also creates opportunities for those sharp enough to spot and capture them” planning to expand and invest in this one. The economy is contracting, but business carries on.” So how does he think 2009 will pan out? “I’m not even going to guess,” he says. “If I was any good at forecasting, I would be rich and living in the Bahamas.” Instead of the Bahamas, you’ll find Declan reclining on the Working Lunch sofa – with a co-presenter whose knee some viewers think he touches too often. (They say so on the programme website anyway.) How did he end up there? “It was definitely a case of more luck than talent. I’ve done stints as a hotel toilet cleaner and a building site nipper but I got my first broadcasting break when I turned up at a radio station in the middle of the night looking for work experience, and a great editor called John Allen didn’t chuck me out. “I started as tea maker to the stars. I’d always wanted to do something involving chemistry after I left school. But my college had a radio station too, and it didn’t take long to work out that I was better with a microphone than a test tube”. • Liz Barclay is a writer, author and BBC Radio 4 presenter and reporter.
“Anyone who gets up in the morning, works hard, makes sales, creates jobs, pays taxes - and gets up the next day and does it all over again.”
Career highlight to date
“Inviting my parents to sit in the studio wings during a live broadcast of Working Lunch. My mother asked afterwards: ‘Oh, was that it? I thought that was just a rehearsal.’”
“I love interviewing Michael O’Leary from Ryanair. It’s like nailing an eel to the door. His entire focus is on his customers, and he turns every question around to address them directly. That’s the big advantage of live TV and radio for any chief executive – you’re talking directly to mass numbers of your customers. They’re hearing it directly from the horse’s mouth, without any of the filters you get with the written press. He doesn’t give a damn about the interviewer (as it should be), but my job is to ask the questions that his customers would ask. I would give him one piece of advice though – stop plugging!! The audience loathes it because it gives the impression that you think they’re idiots.”
calmly, clearly and comprehensively. Thanks to his reporting, customers, shareholders and taxpayers were much better informed. Remember, billions of pounds of shareholders’ funds have been wiped out, and billions more of taxpayers’ money spent – and unlike the United States with its Congressional hearings, it’s been done with minimal public discussion or debate.” Since the economic downturn was first mooted as a possibility, elements of the media have been accused of worsening the situation by undermining public confidence. Is that justified? “Other media organisations can speak for themselves,” says Declan. “I’ll just stick to my own and my colleagues’ reporting. The idea our coverage somehow provoked or exacerbated the economic slowdown is just shooting the messenger. “People have faced the following things in the last 18 months – rampant rises in fuel bills and motoring costs; large hikes in grocery bills; higher costs of servicing their debts; higher taxes, including council tax. They don’t need reports on the TV, radio or the internet to tell them that has been happening. They know it from their own purses and wallets. Add to that tighter credit and slower increases followed by actual decreases in house prices – which we have explained, not caused – and it can’t be a surprise that consumer activity has slowed down. “If anything, we have been exceptionally cautious in reporting these issues. We are all acutely conscious that many of our viewers, listeners and readers place a great trust in us, and give a greater weight to our reports. And our growing audiences tell us how much they trust our reporting”. So how do you gauge the general mood of the business sector? “By talking to people at all levels of business, all the time. The odd thing is they’re pretty gloomy about the general climate, but optimistic about their own circumstances. And one thing we must not forget in our reporting is that recession also creates opportunities for those sharp enough to spot them and capture them. On Working Lunch my co-presenter Naga Munchetty and I have interviewed a string of entrepreneurs who started their businesses in the last downturn, and are
question time: chloe barry Equiniti meets ‘high flyer of the year’ Chloe Barry
won the ICSA Q You Company Secretary High
ICSA award billed Q Your you as ‘one to watch’.
Flyer of the Year Award in 2007. What did the award mean to you and what impact has it had on your career since? hugely flattering just to A Itbewas shortlisted, so to win it was both totally unexpected and very exciting, especially because I was nominated by my own boss and to me I had just been doing my everyday job. In terms of its impact on my career, winning the award and getting the job here at Centrica were actually unconnected. However, my shortlisting came out at the time of the interview and I’m sure that sort of endorsement from the ICSA didn’t hurt my chances. The award was a huge boost to my confidence, and I feel very fortunate that the ICSA recognise not just the people at the top but also the people who are doing their best and working their way up.
How would you like to see your career develop? I’d like attain the A Ultimately position of Company Secretary of a Listed Plc and I like to think, everything I do is working towards that. However, I am aware that I still have a long way to go before I get to that level. In the meantime, I would like to be constantly challenged and having taken part in one of quickest rights issues in the first year of my job here in Centrica, I think this indicates I’m in the right place for that! is the biggest Q What lesson you have learnt
prompted your move Q What from InterContinental Hotels to Centrica? spent four years with A IInterContinental Hotels Group and really enjoyed it, but the next step up would have been Head of Secretariat – a move I wasn’t nearly ready for. While I could have stayed and built on my experiences there, at the time of nominations I was contacted about this opportunity and I saw it as the obvious move and a perfect opportunity to gain experience and knowledge of working in a bigger Plc, within a bigger team managing people.
The main thing is to be constantly challenged. You learn something every day. The day you stop learning... well then it’s probably time to give up
you believe there is a Q Do glass ceiling for women in some areas of business? I’ve never felt A Personally there was anything I couldn’t achieve if I worked hard enough. My experience has been that it’s
ability that counts, and whoever is the best qualified and does the best job gets the credit. Although it is true to say that two out of the three company secretaries I have worked for have been men, I’ve never felt negatively affected by that.
in your career to date? think you learn something A Inew every day. The day you stop learning... well then it’s probably time to give up. I’d say the main lesson I’ve learnt in life came from my Dad, who always told me to “Enjoy it!”. Whatever you’re doing, finding something you enjoy about it is what makes it worth getting up in the morning. you could swap jobs with Q Ifsomeone for a year, who
would it be with and why? I’m truly honest I’d swap A Ifjobs with a travel writer or presenter. Getting paid to travel for a year sounds great! your Q Describe perfect weekend. husband and I work A My completely different hours so just to have two days off together would be wonderful. If we could be anywhere though, I’d love to go back to New York and wander the streets, eating, drinking and sightseeing. New York is fabulous. www.equiniti.com > 25
snapshots ifs ProShare pushes hard on SIPs ifs ProShare continues to lobby on issues affecting employee share plans... In particular, ifs ProShare will focus on reducing the holding period for Share Incentive Plans (SIPs) and ensuring private equity-backed companies can offer approved, all-employee share plans to their employees. Together with the Employee Ownership Association (EOA), it will lobby the Government to align SIPs with other HMRC-approved plans that allow participants to benefit from tax incentives after three years. Initial results of our survey of member companies demonstrate that the five-year period that employees have to wait before they can remove their shares free from tax and national insurance acts as a disincentive to saving in such a plan. As many employees participate in another scheme at the end of the three-year period, reducing the holding period should result in increasing numbers of employees purchasing shares through a SIP – not just in the short term but in
FSA to clarify MAD requirements Confusion over a rule contained in Chapter 3 of the Disclosure and Transparency Rules on dealing with transactions by Persons Discharging Managerial Responsibilities (PDMRs) has prompted a number of queries to the FSA. The rule is taken from the EU Market Abuse Directive (MAD) and the confusion has arisen over what is meant by the term ‘transaction’ in a UK context. The FSA has since confirmed that grants
26 > Equiniti Magazine | winter 2009
for your diary
Dates of interest coming up… FSA Consultation Paper 08/21 1 March
Deadline for responses to the amendments to the Listing Rules and feedback on DP08/1 Info: www.fsa.gov.uk/ pages/Library/Policy/ CP/2008/08_21.shtml Prospectus Directive 10 March
the medium to long term too. ifs ProShare also strongly believes that private equity-backed companies should be permitted to offer HMRC approved all-employee share plans like any other company. Firms currently backed by private equity employ more than one million people, almost 10% of private sector staff. ifs ProShare believes that, as a matter of principle, these employees should not be deprived of the opportunity to participate in tax-approved employee share plans and it will therefore be of security over shares (by the creation of a security interest such as a pledge, mortgage or charge) are covered by the disclosure requirement in its rules. However, it also recognises that that there are differing approaches to interpreting this rule in some other EU Member States. Therefore, the FSA is seeking to reach a common
working closely with the British Private Equity and Venture Capital Association (BVCA) to deliver this change in 2009.
For more information on ifs ProShare, contact Julie Richardson, Head of Employee Share Ownership on 020 7444 7104 or visit www.ifsproshare.org
understanding on the detail of the MAD requirements in this area with the European Commission and its counterparts in the Committee of European Securities Regulators. In the meantime, the FSA’s position is that PDMRs who have granted security over their shares should have disclosed this to the market as soon as possible. However, given the uncertainty, they granted an amnesty to those who have not disclosed provided they did so no later than 23 January 2009. We understand that the FSA is not intending to take enforcement action in respect of prior failures to notify the market.
Deadline for responses to the European Commission consultation on its review of the application of the Prospectus Directive Info: ec.europa.eu/ internal_market/securities/ prospectus/index_en.htm
ICSA Corporate Governance Conference 18 March
Location: Congress Centre, London Info: www.icsatraining.co.uk GEO 10th Anniversary Conference 10-12 June
Location: Paris Info: www.globalequity.org
ICSA Company Secretaries Conference and Exhibition 30 September
Location: QEII Conference Centre, London Info: www.icsatraining.co.uk ICSA Company Secretary Awards 2009 18 November
Location: The Brewery, London Info: www.icsa.org.uk
Did you know? Equiniti manages over £700m worth of funds and we are the UK’s leading security print company, despatching £30bn of cheques annually To find out more, contact George Ballingall on 07850 676021 or email firstname.lastname@example.org
news in brief
equiniti by numbers
Ever wondered how Equinti’s vital statistics shape up? Issue by issue, we’ll reveal the big numbers… starting with the stats for our Shareview Executive service
Equiniti’s popular ESP Forum gives you the opportunity to update your knowledge and network with industry peers. The programme will be filled with updates on hot topics, lively discussions and insightful case studies. Feedback from last year’s event was very positive – 95% delegates rated the overall event ‘excellent’ or ‘very good’. We will shortly be sending out invites to this year’s Forum – so keep your eyes peeled!.
Average Number of Deals per Day
Total Number of Deals
£242,199,938.14 Total Option Cost Paid
Total Paid to Optionholders
Total Tax, NIC & ENI Paid
Total Number of Shares Exercised
For more information on Shareview Executive, please contact John Daughtrey on 01903 833259 or email@example.com
Investor services to expand Despite the recession, demand for retail investor services remains strong... Three new products were launched by Equiniti in 2008, with plans underway to extend a fourth more fully across its client base. Equiniti’s transactional products – Shareview Dealing, postal share dealing and Dividend Re-investment Plan – deliver significant benefits to clients and their shareholders. Shareview Dealing (an online and telephone service for the sale or purchase of shares in certificate form or Corporate Sponsored Nominees) offers real-time trading with market-leading settlement times. Meanwhile, postal share dealing is an easy-to-use service for less time-critical trading. At present, postal share dealing is available in the shares of some 65 clients and it is planned to extend this service
to all clients with tradeable shares. The Dividend Re-investment Plan is provided by some 60 clients with average take-up of 15% amongst shareholders. It offers the convenience of dividends being reinvested in company shares automatically. Equiniti also offers very competitive investment
regular investment instructions can be set up for just £1.75 per deal holding products. The Equiniti Investment Account and ISA can hold all a shareholder’s equity, fund and fixed interest investments in one place along with any cash held pending investment. It combines the convenience of real-time dealing with the option of deferred dealing at discounted prices.
Regular investment instructions can be set up from just £1.75 per deal. And the Equiniti Savings Account provides a home for sale proceeds, earning interest on funds that would otherwise sit in a current account. “As well as offering convenience, great features and competitive prices, our retail investor services enable clients to demonstrate interest in their retail shareholders,” said Michael Clarke, Head of Retail Investment Services. “Many of our clients take pride in providing these services alongside those provided by a registrar. Also, the ISA and Investment Accounts can be multi-equity, so they make investing in the client easy without requiring clients to restrict investors to just one stock.” To benefit from these costefficient services and a range of eco-friendly options, please email firstname.lastname@example.org
6,270 trees saved! 70% of Equiniti’s 1.6 million Shareview users have now opted for e-communications. This means the company has saved 56 million pieces of papers and 6,720 trees, as well as slashing its carbon footprint and client costs!
Rights Directive Equiniti has submitted its response to the BERR consultation on the Shareholder Rights Directive. It also contributed to the responses of the ICSA Registrars’ Group and the ICSA itself. Further discussions with BERR are expected before it publishes its proposals. The implementation date for the directive is 3 August.
Sharegift boost A total of £215,000 was donated to Sharegift last year through 15 shareholder programmes operated on behalf of clients by Equiniti.
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Looking for a greener option? No doubt you’ll be aware of the environmental impact of managing your shareholders. With 14m shareholder accounts we are too. That’s why we have a range of products and services that give the green option. These support you in the delivery of your environmental commitments and offer cost-efficient ways to manage your shareholders. + Corporate Sponsored Nominee Paperless shareholding - no need to send out paper share certificates
+ E-communications Reduce your annual mailings by sending electronic versions of your annual report and tax voucher
+ Investment Account and ISA Multi-equity investment without a certificate in sight – secure’ inbox’ with PDF contract notes and statements
+ Consolidated Tax Vouchers Significantly reduce your annual dividend stationery by sending one mailing per year
We can work with you to identify the best options for your shareholders and build effective communications programmes to promote these products. To find out more contact your Relationship Manager or Siobhan Wallace, Marketing and Communications Director on 01903 833290, email@example.com
The Equiniti Group provides complete commercial solutions in share registration, employee benefits and investment services to a broad range...