David Wighton: Business Editor’s commentary
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If you think big City investors were upset about Marks & Spencer’s boardroom reshuffle, you should hear them on the subject of Barclays. I can’t repeat some of the comments in a family column. But take it from me, they are mad as hell.
They are angry that they were not consulted before Barclays raised expensive new capital from the Gulf. They are angry that Barclays has ridden roughshod over the cherished principle that existing shareholders should get first dibs in any such fundraising. And they are angry that Barclays appeared to dismiss out of hand the idea of raising cheaper capital from the Government. Some are angry enough to vote against the fundraising on Monday. Others believe that they could not risk Barclays losing the vote and being left up the creek without a paddle. But some say they will be thinking very seriously about voting against the reelection of some of the directors at April’s annual meeting.
Barclays said yesterday that all directors would offer themselves up for reelection next year in an attempt to appease shareholders (in another concession, it said that executive directors had waived their bonuses, which came as no great surprise after Goldman Sachs announced the same move at the weekend).
Barclays emphasised that the decision to offer up all the directors for election (as opposed to only one third of them) reflected the extraordinary circumstances of the capital-raising. But the Association of British Insurers, which represents many of the biggest institutional shareholders, is floating the idea that this should become standard practice.
Supporters of the plan argue that it would force directors to consider shareholders’ views more carefully before making big decisions. And it would allow shareholders to express their retrospective displeasure at decisions it would be impractical for them to vote against. Some suggest that if M&S had had such a regime in place, it would have helped to defuse the row over the controversial elevation of Sir Stuart Rose to executive chairman. Back at Barclays, executives are trying to soothe shareholders’ anger by saying that it is quite justified. It is terrible their rights have been trampled on, but there was no alternative, given the need to raise so much, so quickly. And taking the Government’s money was certainly no alternative if shareholders wanted their management to remain in control.
But the institutions are having none of it and, unless they calm down by April, John Varley and Bob Diamond could have a very rough ride.
As for any other cash-strapped companies that think they can bypass City shareholders in favour of a friendly sheikh – you have been warned.
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