Suggested improvements for better Corporate Governance of FBD plc [2023]

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, 2020 & 2021 AGMs. None have been addressed in over 9 years

I STILL think they hold good for 2023 onwards , so will suggest them again.

1] At the 2021 AGM The Board has 12 Directors. 6 of them have 5,200 shares or less. With high debt but millions of Treasury shares, the Company should be paying half of each Director's normal €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. Although the new dealing facility will help address this

4] The Constitution restriction on potential new shareholders needs to be changed. We currently still have some foreign domiciled, non-farmer and non FBD holders. As I pointed out at the 2017 AGM, there were up to 2 million shares potentially coming down the line for sale, and very few new shareholders identified. I predicted the shareprice would fall. It did by 20%, before rising 50% into the 2022 Buy-back. 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. At last, in 2023, this is starting to be addressed

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 almost 7 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, 2020 & 2021 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?

IF NOT, MAKE YOUR VOICE HEARD. Contact me.

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 using this site to continue to make suggestions.