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AGM 2020 suggested improvements for better Corporate Governance of FBD plc

These are shortcomings as I see them, and improvements I'd like to see as a shareholder.
I suggested the Board consider these at the 2017 & 2018 & 2019 AGMs.

I STILL think they hold good for 2020, so will suggest them again.

1] At the 2019 AGM The Board had 14 Directors. 5 of them have 2000 shares or less. With high debt but millions of Treasury shares, the Company should be paying half of each Director's 6000+ annual fee, and the Chairman's 11,000+ fee in ordinary shares. This would align Directors interests with those of shareholders.

2] The new website needs to bring shareholders news immediately, not 6 months after big events have taken place.

3] The Company website does not give enough information with regard to shareprice. I believe it needs to give a "current Bid and Offer", not just a "last deal done at", to show shareholders the true demand at any one time.

4] The Constitution restriction on potential new shareholders needs to be changed. We currently have lots of foreign domiciled, non-farmer and non FBD holders - from a Dietician in Zimbabwe to a priest in Montana, USA. As pointed out at the 2017 AGM, there are up to 2 million shares potentially coming down the line for sale, and few new shareholders identified. As the Company Board still has a final veto, and has clearly pointed out on it's website that the Board will act to maintain a "rural" ownership, the Board's "New Shareholder" definition of farmers as being "both farming customers of FBD Insurance plc and members of IFA for a minimum of three years in each case" IS TOTALLY UNNECESSARY.
I also think that any shareholding limit should be increased to 2%, to let the likes of Dairygold buy more shares.

5] IF the Board widened the definition to allow more new farmer shareholders, the Company should have a dedicated stand, separately from IFA and FBD, at the Ploughing Match, with the main aim of recruiting potential new shareholders.

6] As over 40% of our shareholders are women, efforts should be made to identify suitable candidates and include them at Board level.

7] The Constitution should be changed to allow members to bring motions to the AGM for consideration. I'd suggest that any motion with written, pre-AGM support of members with 500,000 or more voting shares, submitted at least 6 weeks beforehand, should be put to the AGM meeting.

8] As The FBD Trust has over 6 million votes to cast either for or against, and can control the outcome of every election, I would suggest giving The Trust an automatic Board seat, from the Co-Op or IFA nominees, and then The Trust, as a vested party, not having a vote on other Board nominations.


These are my views, but during the 2016, 2017, 2018 & 2019 AGMs the Chairman stated that the ordinary shareholders simply do not share my vision of the Company's future, and that the majority of shareholders are happy with how things are. During the 2019 AGM some shareholders stated disagreement.

ARE YOU HAPPY ENOUGH WITH THE WAY THINGS ARE?

I have put up a short survey to find out. Please fill it in.

I want all shareholders to know what's going on in OUR Company, for the good of OUR Company. ALL shareholders deserve nothing less !

That's why I'm putting myself forward, AND WILL CONTINUE TO DO SO, as a potential Board Member. I will also use this site to continue to make suggestions.

As I did not make it because the Trust voted against me in 2016, 2017, 2018 and 2019, Vote for me in 2020 and post your ballot back.

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