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Why you "still" need me on the Board

--------------- Archive from 2016 --------------


My other [2016] reason for standing is still very valid

IFA has 1% of FBDplc's shares. It already has 5 members on a 17 man board. The Co-Ops (circa. 6% shareholders) have another 6. That leaves just 6 for the rest of the 93% of FBD's shareholders, (including FBD Trust with 11%). I think that the IFA is being arrogant and dismissive of the ability of ordinary shareholders, as, due to it's out-dated proceedures, the Board in effect were nominating "shareholder" representatives - NOT the shareholders themselves. ( A BIG reason to vote for me in 2017)

When I asked at the 2016 AGM why IFA should have such a disproportionate share of the Board, I was shocked by Padraig's answer, as I think you should be as an ordinary shareholder. -

"WE (IFA management) SET THE COMPANY UP (in 1987) THEREFORE WE SHOULD RUN IT( in 2016, in spite of the fact that "we, IFA management" only own 1%)

The IFA's justification for this stance - a Resolution discussed at the 2014 AGM ( which unfortunately I missed) summarised HERE in a reply I got to an email from Bryan Barry.

I doubt if the same 2014 Resolution would have passed if ordinary shareholders knew then what we know now about what was happening in 2014 in IFA's Senior Management, and how they were greedily, secretly, milking ordinary members.

What I can give to the Board if elected on to it in 2017.

I’d try to get amendments to the flawed Constitution to fix the flaws as I see them. On the Board, at least I could make my points, pointing out the rationale and clear logic behind my thinking. Ask the other Directors face-to-face “would you buy our shares now, and if not, why not, or why aren’t you doing so“?

The first thing which needs to be done is an opening up of the very restrictive “potential new shareholder” criteria & requirements which the Board now work under after the 2014 AGM Resolution.. At this moment a potential new shareholder must have” IFA Membership AND be an FBD Insurance User “. We need to remove these restrictions, but I believe any new shareholder should still be either a landowner, farmer, or rural business. As the Board has the ultimate say in who can become a new shareholder, and as we already have shareholders as far away as Canada, Australia & Zimbabwe, I see no need whatsoever for this.
I’d also argue that 550k shares as a ‘single shareholder limit’ could be extended to 1m. ( That would still be under 2% of the Company, and would allow the likes of Dairygold build a bigger investment stake, whilst not allowing big enough stakes to threaten a Concert party type hostile takeover )

Secondly the Company needs to be more open. My pushing led to the new website, but, as I predicted, it doesn't have enough info to ‘sell’ the Company as an investment to new shareholders, so I’d look to have as much info out there as possible. [eg as well as the last "dealt price" I'd want to see the current Bid/Offer so that potential sellers as well as buyers were informed.]

Thirdly I’d like to encourage the Board to consider special dividend returns to shareholders, within reason. Eg Half the sale price of the Geneva Shopping Centre. Maybe a quarter of the Berlin Airport land if sold in 2018/2019. A 5c annual dividend looks ok if you are one of the original shareholders, but some shareholders have paid €6+ in 2006 – 2007 for shares, and I’m sure others will have paid Inheritance or Gift tax of 30c to €1+ per share on shares from relatives in the fairly recent past.

Fourthly I’d encourage the Chairman to update the shareholders, probably via the Company website to save admin and postage, quarterly. Even if that was only a simple “nothing has changed our forecast expectations since the last update – we still expect XYZ profit and ABC positive cashflow”

Fifth – we need genuine shareholder nominees (not Board nominees to the role) to represent the interests of ordinary shareholders. IFA senior management & Cronies are now so entrenched in large numbers that this will be the most difficult job. But it still wouldn’t be beyond a new Board member to suggest or make a good case for such. As we now have hundreds of shareholders who are women, female representation on the Board should also be a consideration.

Sixth, I’d want to get a good look at the books, and a Director can, whereas they can legally block ordinary members completely.

So that’s my initial pitch !!! And, of course, with this now very public website in FBDplc.com, I’m contactable, whereas presently ordinary members have little way of expressing concerns to or about the Board, and how the Company is being run, or sharing those concerns publically with other members.

More reasons to VOTE FOR ME or even better, NAME ME YOUR PROXY IN 2017: -

If you want a continued or increased return on your investment (and I'm speaking to the IFA and Co-Op shareholders too) you need me on the Board. See my comments on dividends below.

If you want to help to protect your interests (The Farmer shareholders of FBDplc), and not just the Pension Fund and Corporate shareholders of FBD Holdings (Insurance), you need me on the Board.

You need directors who have plenty to lose by overseeing and allowing bad decision making. I have more shares than any 2015 director has declared.

You need someone on our Board who is separate from the discredited IFA senior management of 2014 / 2015

You need someone on the Board who can communicate, both for, and to, shareholders.
I have a Diploma in Communications

You need someone on the Board who can change current poor and outdated practices.

That someone is me. But I know it won't be easy. 2015's outdated "Nomination and Election Rules" were designed so that it was nearly impossible for me, even though nominated.

The Board abided by an antiquated 53 year old clause in The Companies Act, which stated:-

"No person other than a Director retiring at the meeting shall, unless recommended by the Directors, be eligible for election to the office of Director at any general meeting unless, not less than 3, nor more than 21 days before the day appointed for the meeting, there shall have been left at the registered office notice in writing signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing signed by that person of his willingness to be elected."

What this means, of course, is that my name as a Director for ordinary shareholders to vote for (or against) couldn't appear on the 2015 AGM notice, because the notice was printed, and sent out, more than 21 days before the AGM.


That left me 2 choices.

1] Try to get a nomination from Joe Healy the IFA President.
I tried to get such nomination, personally appealing to Joe, showing him this website to show that I'm passionate about the good of our Company.

I sincerely hoped that Joe, standing on a platform of honesty and openness, would see fit to nominate me, a substantial, IFA member, shareholder committed to honesty and openness for the Company, as one of his nominees to the Board. That approach failed

2] Try to get YOU, the shareholders, to vote for me as a shareholders Director.
Although correctly nominated, because of the Board hid behind The 1965 Company Act Rules, I didn't even appear on the order of business, even though Joe Healy was elected by the votes of only 15% of shareholders. ( He got 8m share votes out of a possible 56m )

BECAUSE OF THE BOARD USING THE OLD 1965 COMPANY ACT RULES, MY NAME WAS NOT ON THE VOTING PAPER SENT OUT TO YOU WITH THE 2016 AGM NOTICE.

THE SOLUTION - IN 2017, NAME ME , BRIAN MARSHALL , AS YOUR PROXY.

AND BE SURE TO SEND YOUR BALLOT PAPER BACK.

DIVIDENDS

In his reply to my 2015 Farmers Journal letter, Padraig in his reply is being VERY disingenuous when he states "to pay dividends to match the excellent return our shareholders have had up to now"
This might be true if you have had your shares for 40 years. But it's not true now. Anybody who bought shares in the Company between 2005 and 2010 paid €3 to €7 each for them. The shareprice last traded at 80 Cents. (April.'15) Offers to buy shares at as low as 60 Cents have been published.
Value has been completely destroyed. The 2013, and 2014 and 2015, dividend was 5 Cents. That's down from 7 Cents in 2012 & 2011.
If you paid €7 for your shares you will have to wait 140 years to see your money back from dividends. You may have paid more in Stamp Duty that you have got in any recent year in dividend. If you inherited your shares in the last 3 to 15 years, you probably have paid much, much more in Inheritance or Gift tax per share than the current price.

But that need not be the case. The Company has net assets of almost €3 per share. There are other property assets outside of those that are in Property & Leisure. Some of these, like the Geneva Commercial Property, are at the stage where they could be sold. I would argue that the proceeds of such sales should be paid out to the Farmer shareholders. Or, failing that, that an amount be set aside so that the Company could act as a buyer of it's own shares in the market for Cancellation. In doing so the Company could put a floor under the shareprice and giving a 'last resort' outlet to those looking to sell. Especially so for those who maybe don't have family to gift or leave shares to.
If I was a Board Member, I would push for this, rather than build a cash reserve to, yet again, bail out FBD Holdings, who aren't even paying us a dividend this year, may not for some years to come, and, at the rate they were losing money, risked becoming insolvent !!!.

But it needs strong voices on the Board of Directors to push for this approach. At the EGM, when asked by me about dividends, Padraig stated that "the Company would need to build a cash reserve so that we could take part in any future Rights Issues of FBD Holdings"

Some people, including our Chairman from his 'We need cash to subscribe for a Holding Rights Issue' AGM statement, and a few vocal, if potentially small, shareholders seem to have the attitude "FBD Holdings must be saved again and again, even if it means totally losing all our €3 per share of asset value to do so"
Pre-EU, when there was no alternative company for the farmer to get insurance with, this might have held true. But I would say that the argument doesn't hold now. There is lots of competition in the Irish Market, and if, after 2 bail-outs, FBD Holdings can't survive, then maybe we as FBDplc shareholders would be far better served by offering our 24% shareholding in Holdings for sale. If Holdings were sold it could mean a €2 per share return to shareholders. The IFA, with no dividend income from Holdings, a Pension deficit to fund, and a recent decrease in members fees, would especially benefit.

We need Directors who are at least prepared to examine this option if FBD Holdings looks like it's going to fail us yet again. And I'm saying this as an IFA member who has insurance policies with FBD.
If your biggest calf had very bad scour you would try your best to save it. But you wouldn't put your other calves in along with it, to let them get infected and possibly die.

I would look to the good of our Company, but also at ALL options for increasing shareholder returns if I were elected, and would try to push other Directors to do so as well.

I want ALL shareholders to know what's going on in OUR Company.

With your 2017 support I can make a positive difference for the good of ALL shareholders
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