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Albion Venture (AAVC) 2018/19 results

Sophisticated and complex high-risk tax-sensitive investments in small companies: handle with care
timbo003
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Re: Albion Venture (AAVC) 2018/19 results

#246418

Postby timbo003 » August 22nd, 2019, 11:07 pm

I will endeavour to write up some AGM notes in the next few days, but I am away for most of the bank holiday, so it may not be until early next week.

30% against the punitive new incentive scheme was more than I thought it would be and I am now 99.9% certain that had ShareSoc managed to get letters out to all shareholders, the resolution would have been soundly defeated. The trouble is the system is weighted against individual shareholders and if a manger has a tame and compliant BOD in place they can do more or less what they want in terms of fee structure knowing that the shareholders who read the meeting notices are only getting their side of the argument and most will vote with the BOD's recommendations as a default, unless someone gives them a reason not to.

Whilst Albion has undoubtedly suffered reputational damage with private investors through this debacle and will continue to do so, it probably doesn't bother them too much, as there is still a wall of fresh subsidised money waiting to go into VCTs every year and IFAs will continue to promote them to clients, as they do with all VCTs, whether they are good or bad.

BusyBumbleBee
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Re: Albion Venture (AAVC) 2018/19 results

#246725

Postby BusyBumbleBee » August 24th, 2019, 11:17 am

I am about to write to the chairman and I need to clarify two points before so doing.

1. I gather the chairman announced that the vote at the EGM was 70% but the company has not published the voting/proxy votes which surely need to be published.

2. I gather the Registrar and/or the Company Secretary and/or the Company itself refused to accept proxy votes unless they were on the 'correct' form.

Can fellow Fools - let me have that information as soon as possible?

I will publish the letter here after I have sent it - hoping to post it on Monday.

UncleEbenezer
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Re: Albion Venture (AAVC) 2018/19 results

#246728

Postby UncleEbenezer » August 24th, 2019, 11:25 am

For those of us holding in a nominee account, I'm reluctant to trouble my nominee over that level of detail.

onslow
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Re: Albion Venture (AAVC) 2018/19 results

#246775

Postby onslow » August 24th, 2019, 2:31 pm

BusyBumbleBee wrote:the Company itself refused to accept proxy votes unless they were on the 'correct' form.


BBB I submitted my vote online, via Computershare. I'm assuming(and hoping!) these were counted, although the reference to "correct" form makes me slightly concerned!

(wouldnt normally worry however given how AAVC management has rammed this through with the board almost bystanders I wouldnt put it past them)

(if anyone wants to know how to ruin a carefully crafted reputation built up over many years just call the manager of AAVC)

(likewise if anyone wants to know how to build a repuation as a spineless wonder get in contact with the AAVC board)

timbo003
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Re: Albion Venture (AAVC) 2018/19 results

#246802

Postby timbo003 » August 24th, 2019, 6:17 pm

Can fellow Fools - let me have that information as soon as possible?


>>>BBB, I have emailed you some information, which you should find useful

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Re: Albion Venture (AAVC) 2018/19 results

#247143

Postby BusyBumbleBee » August 26th, 2019, 7:53 pm

barchid wrote:Sadly there is quite a depressing post on sharesoc which is about AAVC playing hardball by not accepting scanned proxies, for instance, and not taking generic proxy forms
Hi Barchid - can you send me a link to this? I find their web site hard to use.

Tolmers helpfully posted some links to the proxy voting at the AGM and EGM which deserve some further comment.

First is the fact that they break the votes down into five columns:
"For" --- "Against" --- "Discretion" --- "Withheld" and --- "For + Discretion"

Secondly is has been said that the "70% plus of the votes were in the bag already"

Thirdly it only mentions proxy votes and not the additional votes cast in the poll called

James188 said
... I also agree that the chairman made a significant blunder by trying to limit serious questions from concerned shareholders. What was he thinking of? Ditto announcing at the outset that 70% plus of the votes were in the bag already, which was pretty obviously an attempt to close down debate.
It is worth pointing out here that the chairman of the board is also the chairman of the meeting thus he is wearing "two hats". But the hat that takes precedence at these meetings is his duty to the meeting.

It's a fine point this but it seems to me that he was wearing his "board hat" when he said "70% plus of the votes were in the bag" when it was not true. Only 64.24% were "in the bag" as he so crudely put it and a further 6.2% were to be cast at the chairman of the meeting's discretion. One really appreciates the difficulties of a chairman who has to resolve these problems only very occasionally and "on the fly" which is why you have qualified company secretaries and legal advisors who should give the correct advice to the chairman both before and during the meeting. But it seems to me that the chairman should have weighed carefully the views of shareholders at the meeting and then cast those votes. If I had been chairing that meeting, I would have been very conscious of the fact that opinion was divided and would not have cast those votes in favour but would have abstained - i.e. not voted those shares at all. I suspect that if the chairman had done that he would have got several brownie points from investors and at least partially defused the situation. If those votes had not been cast the outcome would have been 68.49% for and 31.51% against

There is also the principle of predetermination*** which in other walks of life might well have had the chairman hauled up in front of a standards board which can have very serious consequences. Predetermination is, by the way, a slightly posher way of saying (and almost synonymous with) "Stitch Up".

*** to see a working definition of "predetermination" see https://www.dartford.gov.uk/__data/asse ... s-FAQs.pdf

As I have said before, I used to think that Albion was one of the best families of VCTs and was not too distressed by their proposal to change the bonus structure - managers do need to be well rewarded but so do shareholders.

On the plus side of this episode is the fact that Albion had consistently given more information on the proxy votings by including that column "Discretion" . I have not seen that reported elsewhere even in the very close votes of another two VCTs recently. For this Albion is to be commended. It would be good if they actually put the results of polls out as RNS's to encourage other VCTs to do the same.

I sincerely hope that Albion can recover from this - they have done me well over the 20 odd years I have invested in their VCTs - but they will only do this by opening up a real dialogue with their shareholders.

They must also realise that shareholders who attend an AGM give them a rare opportunity to talk directly and also that a shareholder who has invested his own time and money going to the AGM should be given ample time to air their views. To do otherwise is extremely discourteous - a word I hope I shall never have to use about Albion again.

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Re: Albion Venture (AAVC) 2018/19 results

#247147

Postby BusyBumbleBee » August 26th, 2019, 8:39 pm

A P.S to my earlier post

From Albions website https://www.albion.capital/investor-cen ... ent-offers (I can't tell you how long it has been there)
Shareholder Engagement
Albion Capital is currently assessing the impact of new rules driven by the second Shareholder Rights Directive (EU 2017/828) and, in particular, whether it is appropriate for it to develop, and publish, a shareholder engagement policy.

see https://eur-lex.europa.eu/legal-content ... 28&from=EN

Seems a good idea to me!

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Re: Albion Venture (AAVC) 2018/19 results

#247346

Postby barchid » August 27th, 2019, 7:48 pm

BBB
The link you need is ;

https://sharesoc.org/blog/shareholder-d ... n-english/

I trust this helps.
Thank you for your continued work on this matter, you make a compelling case

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Re: Albion Venture (AAVC) 2018/19 results

#247370

Postby rhowitt » August 27th, 2019, 9:49 pm

As a Albion shareholder who together with my wife own more shares than the chairman, I am disgusted by the conduct of the Chairman and the board of directors. They provided shareholders at significant expense justification for a highly contentious incentive scheme, did not give time for any other points of view to be communicated to shareholders, and did not make time for a significant discussion at the AGM held in the middle of a peak holiday period. Do Lemon Fools feel there are sufficient grounds for a complaint to the FCA ?

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Re: Albion Venture (AAVC) 2018/19 results

#247438

Postby BusyBumbleBee » August 28th, 2019, 10:44 am

rhowitt wrote:As a Albion shareholder who together with my wife own more shares than the chairman, I am disgusted by the conduct of the Chairman and the board of directors. They provided shareholders at significant expense justification for a highly contentious incentive scheme, did not give time for any other points of view to be communicated to shareholders, and did not make time for a significant discussion at the AGM held in the middle of a peak holiday period. Do Lemon Fools feel there are sufficient grounds for a complaint to the FCA ?

I have several concerns about this issue - some of them are alluded to in my previous two posts on August 26th - please read them carefully. However, I think the FCA is the wrong place. The law and best practice give a lot of what should have happened during the run up to the AGM and its conduct. The conduct of proxy voting for example is governed by the companies act sections 324 to 321 see http://www.fuls.org.uk/proxies%20amendment%202010.pdf for an extract of the Act or look at the act in its entirety. Officers of the company can be prosecuted for certain breaches. An Officer in the UK is defined thus:
Limited company directors and secretaries are collectively referred to as 'officers'. Directors are appointed by members (shareholders and guarantors) to run and manage the day-to-day operations of the business. Secretaries are optional for private companies, but not public companies.
. The secretary is of course Albion Capital Group LLP.

We can talk as much as we like here on the Fool but if we want action we are going to have to find another way of doing it. Our best hope I suggest is for all of us all to join ShareSoc because they are already on the case and an effective organisation.

BUT : we need to keep the way we are going to play this close to our chest


Albion is in many way an ideal target for activism because they have 6 VCTs and many of us are invested in all of them and their AGMS are spread through the year so we can keep hammering at them.

with kind regards - BBB

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Re: Albion Venture (AAVC) 2018/19 results

#247488

Postby barchid » August 28th, 2019, 1:11 pm

BBB
I think you have summed this up perfectly, the fact that there are 6 vct's in their stable could very well mean that other boards of these vct's may not wish to tow the Albion line so supinely as the AAVC board did.
A little kicking back by the boards would be a wonderful thing to see & I honestly believe it could well happen, which could only be for the shareholders benefit.

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Re: Albion Venture (AAVC) 2018/19 results

#247650

Postby timbo003 » August 29th, 2019, 12:41 am

I have posted my Albion AGM report on a new thread, the only reason for that is that it is easier to find and I definitely do not want that one to get lost in the long grass (warning: it is a long post)

I think I captured just about every thing that was said at the meeting(s), except maybe one, or possibly two mumbled questions that I could not comprehend

scotia
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Re: Albion Venture (AAVC) 2018/19 results

#247753

Postby scotia » August 29th, 2019, 11:56 am

timbo003 wrote: (warning: it is a long post)

But very worthwhile reading - even for those (like myself) who hold no Albion shares.


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