VOTE now! Proposed take over of Virgin Money - Nationwide members should be given a vote

26left

WillPS said:

26left said:

WillPS said:

26left said:

Hoenir said:

Do they actually answer to shareholders?  Recall when Northern Rock was finally nationalised after having been been run by the Treasury for 7 months. The report published ran to 132 pages. Such was the complexity of the financial structure of the bank. That for all intents and purposes simply provided mortgages and loans. 

Have a read of this, including the case studies. Shareholder activism is real and can be very effective.
https://uk.practicallaw.thomsonreuters.com/w-029-1019?transitionType=Default&contextData=(sc.Default)

You're unhelpfully conflating shareholders of a company and members of a building society. The two are not at all the same, despite both being ultimate owners of their respective businesses.

One is traded (and typically purposefully bought in to) and gives the holder some right to have a say in things which might affect the tradeable value of their share. The other is simply awarded whether the holder wants them or not, cannot be traded and has no value*. 

It's unreasonable to expect the right and provisions afforded to shareholders, who continually give up on the cash value of their shares in the company in order to remain invested, in a situation where nothing at all has ever been sacrificed to become or remain a nominal member.

*other than in the event of a demutualisation which Nationwide have spent the last 3 decades building up defences to prevent any possibility of, so one can safely assume is not going to happen

I think you’re missing the point - regardless of whether you’re a shareholder of a public listed company, or a member of a society - organisations are governed by their rules and the law. If the rules and law support calling a meeting and bringing a vote - then activists can rightly challenge management when they are not acting in what is considered to be the best interests of the organisation.

Au contrare, you're missing the point - the reasons those meetings and votes are (sometimes) impactful is because there is a consequence to the business of upsetting shareholders. The only possible, but not at all likely, consequence of upsetting a few members is dramatically less board support at a future AGM. As you have correctly stated upthread, there is no need for the society to be concerned with ability to raise money through  equity release in future.

Disagree - the Nationwide rules are quite clear as to the protocol for calling a Special General Meeting at which a binding resolution can be passed or a postal ballot initiated. This is a basic tenet of building society governance.

WillPS

26left said:

WillPS said:

26left said:

WillPS said:

26left said:

Hoenir said:

Do they actually answer to shareholders?  Recall when Northern Rock was finally nationalised after having been been run by the Treasury for 7 months. The report published ran to 132 pages. Such was the complexity of the financial structure of the bank. That for all intents and purposes simply provided mortgages and loans. 

Have a read of this, including the case studies. Shareholder activism is real and can be very effective.
https://uk.practicallaw.thomsonreuters.com/w-029-1019?transitionType=Default&contextData=(sc.Default)

You're unhelpfully conflating shareholders of a company and members of a building society. The two are not at all the same, despite both being ultimate owners of their respective businesses.

One is traded (and typically purposefully bought in to) and gives the holder some right to have a say in things which might affect the tradeable value of their share. The other is simply awarded whether the holder wants them or not, cannot be traded and has no value*. 

It's unreasonable to expect the right and provisions afforded to shareholders, who continually give up on the cash value of their shares in the company in order to remain invested, in a situation where nothing at all has ever been sacrificed to become or remain a nominal member.

*other than in the event of a demutualisation which Nationwide have spent the last 3 decades building up defences to prevent any possibility of, so one can safely assume is not going to happen

I think you’re missing the point - regardless of whether you’re a shareholder of a public listed company, or a member of a society - organisations are governed by their rules and the law. If the rules and law support calling a meeting and bringing a vote - then activists can rightly challenge management when they are not acting in what is considered to be the best interests of the organisation.

Au contrare, you're missing the point - the reasons those meetings and votes are (sometimes) impactful is because there is a consequence to the business of upsetting shareholders. The only possible, but not at all likely, consequence of upsetting a few members is dramatically less board support at a future AGM. As you have correctly stated upthread, there is no need for the society to be concerned with ability to raise money through  equity release in future.

Disagree - the Nationwide rule are quite clear as to the protocol for calling a Special General Meeting at which a binding resolution can be passed or a postal ballot initiated. This is a basic tenet of building society governance.

The words 'urinating' and 'wind' spring to mind. Takeover panel rules preclude the possibility of any subjective judgments being sought. If the society's rules or the Building Society Act specifically called out the need to achieve the support of a majority of members in a vote, the vote would have to happen.

Change the rules or change the law (good luck in either case) and in future you'd have a vote, but it's too late to invent a need at this stage.

Section62

26left said:

WillPS said:

26left said:

WillPS said:

26left said:

Hoenir said:

Do they actually answer to shareholders?  Recall when Northern Rock was finally nationalised after having been been run by the Treasury for 7 months. The report published ran to 132 pages. Such was the complexity of the financial structure of the bank. That for all intents and purposes simply provided mortgages and loans. 

Have a read of this, including the case studies. Shareholder activism is real and can be very effective.
https://uk.practicallaw.thomsonreuters.com/w-029-1019?transitionType=Default&contextData=(sc.Default)

You're unhelpfully conflating shareholders of a company and members of a building society. The two are not at all the same, despite both being ultimate owners of their respective businesses.

One is traded (and typically purposefully bought in to) and gives the holder some right to have a say in things which might affect the tradeable value of their share. The other is simply awarded whether the holder wants them or not, cannot be traded and has no value*. 

It's unreasonable to expect the right and provisions afforded to shareholders, who continually give up on the cash value of their shares in the company in order to remain invested, in a situation where nothing at all has ever been sacrificed to become or remain a nominal member.

*other than in the event of a demutualisation which Nationwide have spent the last 3 decades building up defences to prevent any possibility of, so one can safely assume is not going to happen

I think you’re missing the point - regardless of whether you’re a shareholder of a public listed company, or a member of a society - organisations are governed by their rules and the law. If the rules and law support calling a meeting and bringing a vote - then activists can rightly challenge management when they are not acting in what is considered to be the best interests of the organisation.

Au contrare, you're missing the point - the reasons those meetings and votes are (sometimes) impactful is because there is a consequence to the business of upsetting shareholders. The only possible, but not at all likely, consequence of upsetting a few members is dramatically less board support at a future AGM. As you have correctly stated upthread, there is no need for the society to be concerned with ability to raise money through  equity release in future.

Disagree - the Nationwide rule are quite clear as to the protocol for calling a Special General Meeting at which a binding resolution can be passed or a postal ballot initiated. This is a basic tenet of building society governance.

Occasionally I get the distinct feeling some people commentating in these threads have never read the memorandum and rules of the society.

Sections 5 and 7 of the rules ought to be a must-read for anyone wanting to comment on the nature of Nationwide BS membership, and the 'value' of that membership.

WillPS

Section62 said:

26left said:

WillPS said:

26left said:

WillPS said:

26left said:

Hoenir said:

Do they actually answer to shareholders?  Recall when Northern Rock was finally nationalised after having been been run by the Treasury for 7 months. The report published ran to 132 pages. Such was the complexity of the financial structure of the bank. That for all intents and purposes simply provided mortgages and loans. 

Have a read of this, including the case studies. Shareholder activism is real and can be very effective.
https://uk.practicallaw.thomsonreuters.com/w-029-1019?transitionType=Default&contextData=(sc.Default)

You're unhelpfully conflating shareholders of a company and members of a building society. The two are not at all the same, despite both being ultimate owners of their respective businesses.

One is traded (and typically purposefully bought in to) and gives the holder some right to have a say in things which might affect the tradeable value of their share. The other is simply awarded whether the holder wants them or not, cannot be traded and has no value*. 

It's unreasonable to expect the right and provisions afforded to shareholders, who continually give up on the cash value of their shares in the company in order to remain invested, in a situation where nothing at all has ever been sacrificed to become or remain a nominal member.

*other than in the event of a demutualisation which Nationwide have spent the last 3 decades building up defences to prevent any possibility of, so one can safely assume is not going to happen

I think you’re missing the point - regardless of whether you’re a shareholder of a public listed company, or a member of a society - organisations are governed by their rules and the law. If the rules and law support calling a meeting and bringing a vote - then activists can rightly challenge management when they are not acting in what is considered to be the best interests of the organisation.

Au contrare, you're missing the point - the reasons those meetings and votes are (sometimes) impactful is because there is a consequence to the business of upsetting shareholders. The only possible, but not at all likely, consequence of upsetting a few members is dramatically less board support at a future AGM. As you have correctly stated upthread, there is no need for the society to be concerned with ability to raise money through  equity release in future.

Disagree - the Nationwide rule are quite clear as to the protocol for calling a Special General Meeting at which a binding resolution can be passed or a postal ballot initiated. This is a basic tenet of building society governance.

Occasionally I get the distinct feeling some people commentating in these threads have never read the memorandum and rules of the society.

Sections 5 and 7 of the rules ought to be a must-read for anyone wanting to comment on the nature of Nationwide BS membership, and the 'value' of that membership.

The cash value of something is defined by the amount of cash value of something is defined by the amount of cash you can exchange it for. 

You cannot sell your membership. It has no cash value.

The only potential case that it would have any cash value is a demutualisation, which the society has carefully ensured will never happen. That being the case, the 'share investment' defined by Section 5 is entirely hypothetical.

I find it interesting that the voices in favour of a vote seem well aligned with those who despite everything see a financial value in their membership tho. It wouldn't be, perhaps, that those angling for this haven't given up the dream of a demutualisation payday, would it? 

It'd be terribly cynical of me to believe that those motivated to disrupt the business are motivated by personal greed rather than actual concern for the society, wouldn't it?

PosterBoy77

cloud_dog said:

My question to @26left et al, would be...

Would you agree that the board and the advisers engaged in this process have access to more detailed and more up to date information than yourself?

They might well do. But that in no way confirms if the decisions made are in the best interests of the organisation or simply in the best interests of management and their financial reward.

PosterBoy77

WillPS said:

26left said:

cloud_dog said:

My question to @26left et al, would be...

Would you agree that the board and the advisers engaged in this process have access to more detailed and more up to date information than yourself?

No - but I would agree that there is a clear agency problem.  The directors and advisors aren’t going to bite the hand that feeds it - and will all benefit from this deal going through.

... so what? Employees of any sort should be rewarded and receive plaudits if they do a good job. The plaudits and reward naturally rise as they head towards the top of a career ladder. Conversely if this goes badly, their careers in finance are likely over.

26left said:

By their own admission in the takeover docs - they haven’t even thought about what it will take to integrate these businesses if it goes ahead.

Nonsense. 

You mean like Fred the Shred? They won't care if they walk off with millions in the process.

Before you say nonsense, read up on the matter.

WillPS

PosterBoy77 said:

WillPS said:

26left said:

cloud_dog said:

My question to @26left et al, would be...

Would you agree that the board and the advisers engaged in this process have access to more detailed and more up to date information than yourself?

No - but I would agree that there is a clear agency problem.  The directors and advisors aren’t going to bite the hand that feeds it - and will all benefit from this deal going through.

... so what? Employees of any sort should be rewarded and receive plaudits if they do a good job. The plaudits and reward naturally rise as they head towards the top of a career ladder. Conversely if this goes badly, their careers in finance are likely over.

26left said:

By their own admission in the takeover docs - they haven’t even thought about what it will take to integrate these businesses if it goes ahead.

Nonsense. 

You mean like Fred the Shred? They won't care if they walk off with millions in the process.

Before you say nonsense, read up on the matter.

Yep, Goodwin, Hornby, Flowers, any of the people involved at a high level in Northern Rock. Careers finished. I'm not saying they're destitute, that's demonstrably untrue but I don't think there's any evidence that they 'don't care' and I suspect none are happy with their reputations being in the gutter (as they rightly should be!).

PosterBoy77

WillPS said:

Section62 said:

26left said:

WillPS said:

26left said:

WillPS said:

26left said:

Hoenir said:

Do they actually answer to shareholders?  Recall when Northern Rock was finally nationalised after having been been run by the Treasury for 7 months. The report published ran to 132 pages. Such was the complexity of the financial structure of the bank. That for all intents and purposes simply provided mortgages and loans. 

Have a read of this, including the case studies. Shareholder activism is real and can be very effective.
https://uk.practicallaw.thomsonreuters.com/w-029-1019?transitionType=Default&contextData=(sc.Default)

You're unhelpfully conflating shareholders of a company and members of a building society. The two are not at all the same, despite both being ultimate owners of their respective businesses.

One is traded (and typically purposefully bought in to) and gives the holder some right to have a say in things which might affect the tradeable value of their share. The other is simply awarded whether the holder wants them or not, cannot be traded and has no value*. 

It's unreasonable to expect the right and provisions afforded to shareholders, who continually give up on the cash value of their shares in the company in order to remain invested, in a situation where nothing at all has ever been sacrificed to become or remain a nominal member.

*other than in the event of a demutualisation which Nationwide have spent the last 3 decades building up defences to prevent any possibility of, so one can safely assume is not going to happen

I think you’re missing the point - regardless of whether you’re a shareholder of a public listed company, or a member of a society - organisations are governed by their rules and the law. If the rules and law support calling a meeting and bringing a vote - then activists can rightly challenge management when they are not acting in what is considered to be the best interests of the organisation.

Au contrare, you're missing the point - the reasons those meetings and votes are (sometimes) impactful is because there is a consequence to the business of upsetting shareholders. The only possible, but not at all likely, consequence of upsetting a few members is dramatically less board support at a future AGM. As you have correctly stated upthread, there is no need for the society to be concerned with ability to raise money through  equity release in future.

Disagree - the Nationwide rule are quite clear as to the protocol for calling a Special General Meeting at which a binding resolution can be passed or a postal ballot initiated. This is a basic tenet of building society governance.

Occasionally I get the distinct feeling some people commentating in these threads have never read the memorandum and rules of the society.

Sections 5 and 7 of the rules ought to be a must-read for anyone wanting to comment on the nature of Nationwide BS membership, and the 'value' of that membership.

The cash value of something is defined by the amount of cash value of something is defined by the amount of cash you can exchange it for. 

You cannot sell your membership. It has no cash value.

The only potential case that it would have any cash value is a demutualisation, which the society has carefully ensured will never happen. That being the case, the 'share investment' defined by Section 5 is entirely hypothetical.

I find it interesting that the voices in favour of a vote seem well aligned with those who despite everything see a financial value in their membership tho. It wouldn't be, perhaps, that those angling for this haven't given up the dream of a demutualisation payday, would it? 

It'd be terribly cynical of me to believe that those motivated to disrupt the business are motivated by personal greed rather than actual concern for the society, wouldn't it?

It is extremely cynical of you. There is absolutely no evidence that anyone opposing the proposal to buy Virgin Money is doing so in the hope of some demutualisation payday. If you are cynical enough to think that, then you should consider that management may only be wanting to do this for a large payday.

Foxhouse

PosterBoy77 said:

WillPS said:

Section62 said:

26left said:

WillPS said:

26left said:

WillPS said:

26left said:

Hoenir said:

Do they actually answer to shareholders?  Recall when Northern Rock was finally nationalised after having been been run by the Treasury for 7 months. The report published ran to 132 pages. Such was the complexity of the financial structure of the bank. That for all intents and purposes simply provided mortgages and loans. 

Have a read of this, including the case studies. Shareholder activism is real and can be very effective.
https://uk.practicallaw.thomsonreuters.com/w-029-1019?transitionType=Default&contextData=(sc.Default)

You're unhelpfully conflating shareholders of a company and members of a building society. The two are not at all the same, despite both being ultimate owners of their respective businesses.

One is traded (and typically purposefully bought in to) and gives the holder some right to have a say in things which might affect the tradeable value of their share. The other is simply awarded whether the holder wants them or not, cannot be traded and has no value*. 

It's unreasonable to expect the right and provisions afforded to shareholders, who continually give up on the cash value of their shares in the company in order to remain invested, in a situation where nothing at all has ever been sacrificed to become or remain a nominal member.

*other than in the event of a demutualisation which Nationwide have spent the last 3 decades building up defences to prevent any possibility of, so one can safely assume is not going to happen

I think you’re missing the point - regardless of whether you’re a shareholder of a public listed company, or a member of a society - organisations are governed by their rules and the law. If the rules and law support calling a meeting and bringing a vote - then activists can rightly challenge management when they are not acting in what is considered to be the best interests of the organisation.

Au contrare, you're missing the point - the reasons those meetings and votes are (sometimes) impactful is because there is a consequence to the business of upsetting shareholders. The only possible, but not at all likely, consequence of upsetting a few members is dramatically less board support at a future AGM. As you have correctly stated upthread, there is no need for the society to be concerned with ability to raise money through  equity release in future.

Disagree - the Nationwide rule are quite clear as to the protocol for calling a Special General Meeting at which a binding resolution can be passed or a postal ballot initiated. This is a basic tenet of building society governance.

Occasionally I get the distinct feeling some people commentating in these threads have never read the memorandum and rules of the society.

Sections 5 and 7 of the rules ought to be a must-read for anyone wanting to comment on the nature of Nationwide BS membership, and the 'value' of that membership.

The cash value of something is defined by the amount of cash value of something is defined by the amount of cash you can exchange it for. 

You cannot sell your membership. It has no cash value.

The only potential case that it would have any cash value is a demutualisation, which the society has carefully ensured will never happen. That being the case, the 'share investment' defined by Section 5 is entirely hypothetical.

I find it interesting that the voices in favour of a vote seem well aligned with those who despite everything see a financial value in their membership tho. It wouldn't be, perhaps, that those angling for this haven't given up the dream of a demutualisation payday, would it? 

It'd be terribly cynical of me to believe that those motivated to disrupt the business are motivated by personal greed rather than actual concern for the society, wouldn't it?

It is extremely cynical of you. There is absolutely no evidence that anyone opposing the proposal to buy Virgin Money is doing so in the hope of some demutualisation payday. If you are cynical enough to think that, then you should consider that management may only be wanting to do this for a large payday.

I worked for Nationwide when the carpetbagging frenzy was at its worst. The greed, hostility, intimidation and outright harrassment our staff faced was utterly demoralising and on too frequent occasions, threatening.

I bet you that at least some involved are hoping for a demutualisation payday; these people haven't gone away.

These folk getting their proverbials in a twist about this deal - it's a shame they don't use their energy tackling some of the more serious problems in the world today. But then that's not in their self(ish) interest.

So yes, count me a cynic about the motivation of some of the folk behind this 'petition'.

spider42

Foxhouse said:
I bet you that at least some involved are hoping for a demutualisation payday; these people haven't gone away.

I don't see how the takeover of Virgin has got anything to do with demutualisation of Nationwide. If anything, surely a transaction which makes Nationwide more like a bank is going to increase the likelihood of a future demutualisation, rather than reducing it? So carpetbaggers would surely be supporting the Virgin deal?