After a question from me (Brian Marshall) at the 24th June 2015 AGM, Padraig, the Chairman, and Bryan Barry, the Secretary, stated that the only people who the Board would allow to become new shareholders in FBDplc had to fulfill 2 criteria.
Namely 1] Any potential new shareholder has to be an IFA member, and 2] At the same time, the potential shareholder has to have his farm insured with FBD Insurance. Both have to have been in place for 3 years. They justified this "official Board Policy" because, they said, ordinary members at the 2014 AGM supported it. See the email reply to me below.
I would argue that if
the same ordinary members had know about the Greed, Secrecy and Double-Dealings
at IFA Headquarters by the likes of Eddie Downey, who spoke in favour of the
restriction, they would not have been so supportive. I would also argue that
if the same people knew that FBD was about to raise insurance rates by 60% in
some cases to cover the 2014 "No Nonsense" €74 million losses
fiasco, their view would be different.
I'd suggest that if ordinary members had a vote now, they would at very least
open up new membership to IFA members who HAD NOT insurance with FBD, or Rural
businesses or landowners who were not IFA members, but who HAD insurance with
FBD. [ e.g. Agri-contractors, land owning Parish Councils etc. ]
I would go further. I would open new membership to members of ANY farmers organisation - ICMSA, ICSA, Northern Irish Farmers Assoc. , MACRA, etc.etc.
MY QUESTION
Hi Bryan. I really need
the exact wording of the Special Resolution passed by Shareholders at AGM 2014,
giving the Board permission to block potential new shareholders who weren’t
IFA members insured with FBD, please?.
BRYAN'S ANSWER
Brian. This was actually
an addition to Board policy that was signalled to Shareholders and recommended
by the Board in the Chairman's Statement in the 2013 Annual Report (see extract
below).
The proposal was discussed at the AGM on 23 June 2014 and received a positive
reaction from Shareholders, and is company policy.
The AGM minutes recorded the debate as follows:
There was a positive reaction from shareholders to the Board recommendation to open up the company to new farmer shareholders. Shareholders including IFA President Eddie Downey and Tom Bruton welcomed the opportunity that would be provided to a new generation of farmers to invest. Others noted that at a share price of €1.27, the dividend yield was attractive at almost 4%. The Chairman said that the Board would be guided by the shareholders’ views at the meeting.
[Extract from Chairman's
Statement]
Proposed opening of the Company to
New Farmer Shareholders
Under our Memorandum and Articles of Association,
the Directors “in their absolute discretion” may decline
to register any share transfer. Your Board’s present
policy is that the Directors only approve share transfers
between current shareholders and from shareholders
to family members.
Having considered the matter carefully, the Board is
of the opinion that it would be in our shareholders’
best interests to go further and open the company to
new farmer shareholders, while applying reasonable
safeguards to maintain the company’s ethos and
character as a farmers’ company and prevent
opportunists from accumulating a substantial stake. If
successful, this move would help improve liquidity in
the shares for existing shareholders by allowing a new
generation of farmers to buy shares and invest in the
company.
Shareholders will therefore be asked for their views
at the AGM on a proposed addition to Board policy,
which is recommended by the Board, as follows: -
That new farmer shareholders,
defined as both
farming customers of FBD Insurance plc and
members of IFA for a minimum of three years in
each case at the time of application to be entered
on the Capita register of buyers or for off-market
transactions at the time of application to register
any transfer of shares, shall be permitted to join the
company;
- that other applications, which are assessed by the
Board as being in keeping with the company’s
farmer ethos
and character, may be agreed by the
Board where they are determined to be in the best
interests of shareholders;
- that no new shareholder shall be allowed
accumulate a total stake of over 550,000 ordinary
shares,
ie approx. 1% of the issued ordinary shares;
and
- notwithstanding the foregoing addition to Board
policy, the Board shall retain its absolute discretion
to decline to register any new shareholder.
The Board will be informed by the views of
shareholders as expressed at the AGM.
Regards, Bryan
Bryan Barry
Company Secretary
Farmer Business Developments plc