By Ben Martin
LONDON (Reuters) – Small investors in Royal Bank of Scotland <RBS.L> are launching a second attempt to force the state-backed lender to set up a shareholder committee to improve corporate governance after a first bid failed earlier this year.
ShareSoc and the UK Shareholders’ Association (UKSA) said they had organised more than 100 investors to put forward a proposal for consideration at RBS’ annual general meeting (AGM) next year calling for the creation of a committee that includes shareholder representatives.
The aim of the committee is to improve investor engagement at the lender, the two investor groups said, criticising what they described as “the informal nature” of the bank’s current deliberations with shareholders.
It comes after ShareSoc and UKSA, which both represent individual investors, failed to have a similar plan included at the lender’s last AGM in May after RBS concluded that it was “inconsistent with the law and the company’s constitution”.
The RBS board will now have to decide whether to include the new proposal at the next meeting, where it would then be voted on by shareholders. ShareSoc said it was “confident that RBS will be obliged to put the resolution to the AGM”.
The British government would need to back the resolution for it to be passed in a shareholder vote because it still holds more than 70 percent of RBS.
The government became the biggest shareholder in RBS following the bank’s 45.5 billion-pound ($61 billion) bailout at the height of the financial crisis.
That rescue inflicted heavy losses on some RBS investors.
Since then, the lender has become embroiled in other controversies, including resolving claims in the United States that it mis-sold mortgage-backed securities that were at the heart of the crisis. Dealing with various litigation and misconduct issues has cost it billions of pounds.
“Shareholders, including individuals, deserve a new approach; one with greater involvement and more effective input from them as ultimate owner,” said Mark Northway, the chairman of ShareSoc. “RBS, given its incredibly poor track record and consequent taxpayer support, should now be leading from the front in governance matters.”
In 2016 the lender, led by Chief Executive Ross McEwan, suffered its ninth straight annual loss, bringing its total losses since 2008 to more than 58 billion pounds.
An RBS spokesman said: “Whilst it is of course the role of the company directors to represent shareholders, we will review any proposal that is submitted and make our response clear in due course.”
($1 = 0.7439 pounds)
(Reporting by Ben Martin; Editing by Adrian Croft)