NMC voting turnout

Right... here's what we can see in the NMC meeting results. The first graph just sets out what NMC reports. So there is a headline total voting turnout for all meeting and at AGMs from 2015 I can also split out the insider and minority shareholder turnout figures because of the requirement to report the votes on independent NEDs twice.
In the second graph I've put in an assumed minority shareholder turnout of around 81% as this was the level it was at later on. This applies at three meetings - 2013 and 2014 AGMs, and the 2016 EGM. If I don't assume roughly the same turnout and instead assume 100% turnout of the insider bloc, then the minority shareholder turnout at the 2014 AGM would be 65%., which just didn't feel right.
UPDATE: I've added a third graph which is raw votes (rather than %) just in the years where insider votes are identifiable.

There are a few notable points. The 2016 AGM result look a bit odd. The big drop in overall turnout and insider turnout is largely Shetty not voting his shares, and this is explained in the AGM results notice. (Shetty held 47.7m at this point according to the annual report)

The very high, and unrepeated, level of minority shareholder voting is surprising. If my numbers are right it's 58.9m out 61.4m shares being voted, so only 2.5m(ish) not voted. By comparison at the previous AGM it looks 11m shares from the same free float were not voted.

Secondly, investors really don't like this company's approach remuneration. At that 2016 AGM 41.4m votes were cast against the remuneration report, so 70% of the minority shareholder vote. If we go to the 2016 EGM, 56m votes were cast against the rem policy. If we assume an 81% turnout (with more shares in issue) I reckon the vote against was around 85% of the free float. And it was over 80% against the remuneration report at the 2017 AGM too.

Thirdly, the 2013 AGM is quite interesting as it is obviously the controlling shareholders who voted the SID off the board (the vote against him 128m, shares held by controlling party disclosed in the annual report 124m) and on the same day it appointed the former EY person who became the SID.

Finally, it's terminal turnout time again. Voting levels drop as the shorting builds up.

How seriously do hedge funds voting disclosure?

Not seriously, I would argue. The principle that investors should disclose their voting records is pretty well established now, but we still get this cut & paste stuff justify not doing so.

More NMC stuff

A quick look at disclosures for one of NMC's largest shareholders, Wellington. Last Friday there was an RNS that announced that it held a bit over 10m shares, but in a note said it didn't have voting discretion for 1.35m of them (13.5%).

Then on Monday there was an RNS that replaced the one issued on Friday that announced that Wellington held 10m shares but the not now says it didn't have voting discretion for 8.7m of them (86.5%).

What happened there then? Who voted the other 8.7m shares (over 4% of those outstanding), or did no-one? Did they only find out on Monday? Not insignificant given that Wellington looks to have been the third largest external shareholder after Capital and Hermes (though part of its holding relates to a Vanguard fund it manages).

NMC Health voting rights

I spent a bit of Sunday trawling through NMC annual reports and RNS announcements. If you look at the disclosed shareholders in the annual reports you can figure out the holdings of the controlling shareholders. If you then look at the AGM results you can see both the total ISC and how much was voted. And because of the requirement to report the votes on independent NEDs both with and without controlling shareholder votes you can figure out what number the company put on controlled votes at the time of the AGM.

Looking at the 2015 AGM the numbers are exactly the same - combined voting rights disclosed in the annual report matched all votes cast minus minority shareholder votes cast. Looking at the 2017 AGM it's basically the same too. At the 2016 AGM it looks like 47.5m insider shares weren't voted, which is roughly B R Shetty's disclosed shareholding in the annual report for that year. Not sure why that might have happened. (Incidentally my initial calculation, which I'll look at again, suggests the reported turnout from the free float at the 2016 AGM was 96%, which seems high).

At the 2018 and 2019 AGM results it looks like 6.7m and 6.8m insider shares weren't voted at the respective meetings. This may be related to the fact that Shetty pledged 7m shares (but not 6.7m or 6.8m) to Goldman Sachs as part of a financing deal, about which NMC has provided more information today.

Star Trek: The Paper Clip Maximiser

One of the books I really enjoyed recently was The AI Does Not Hate You by Tom Chivers. It's sorta more about the people who think about AI, and how they think about it, and it was basically right up my street.

There's a bit early on where he describes of the early thought experiments relating to AI risks, which is known as the paperclip maximiser. Here's the explanation in the book:

"Imagine a human-level AI has been given an apparently harmless instruction: to make paperclips. What might it do? Well, it might start out by dimly making paperclips. It could build a small pressing machine and churn out a few dozen paperclips a minute. But it's bright enough to know that it could be more efficient than that, and if it wants to maximise the number of paperclips it can make, it's probably better not to go straight for a small press. It could instead use its materials to make a larger factory, so that it's making thousands of paperclips a minute. Still, though, if really wants to make as many paperclips as possible, it might want to improve its ability to think about how to do so, so it might want to spend some of its resources building new processors, upgrading its RAM and so on.

"You can see where this is going, presumably. The end point of the paperclip maximiser is a solar system in which every single atom has been turned into either paperclips, paperclip-manufactoring machines, computers that think about how best to manufacture paperclips. or self-replicating space probes that are hurtling out towards Proxima Centauri at a respectable fraction of the speed of light with instructions to set up a franchise there."

This is a great little explainer, which apparently originates with Eliezer Yudkowsky (by the way whose book Inadequate Equilibria is also worth a read and I may blog about later). But it also reminded me of Star Trek The Motion Picture (the first Star Trek movie).

In that film there is a giant entity, which we later find out is called V'Ger, spreading through the universe, destroying a lot of stuff in its path, including Federation spaceships! Here's how Wikipedia describes the way the film ends:

"At the center of the massive ship, V'Ger is revealed to be Voyager 6, a 20th-century Earth space probe believed lost in a black hole. The damaged probe was found by an alien race of living machines that interpreted its programming as instructions to learn all that can be learned and return that information to its creator. The machines upgraded the probe to fulfill its mission, and on its journey, the probe gathered so much knowledge that it achieved sentience. Spock realizes that V'Ger lacks the ability to give itself a purpose other than its original mission; having learned what it could on its journey home, it finds its existence meaningless."

OK, so it's not quite the same thing. An important point in Tom Chivers' book is that AI risk really isn't about machines achieving sentience. However there's a big similarity, the goal - go and find out all that you can and transmit it back - gets interpreted in a very broad way, the machine is unable to go beyond the goal, and the goal ends up being achieved in a way that leads to humans getting killed.

TR1 tales at NMC

A few more funky bits and pieces in the entrails of NMC Health's filings...

A couple of banks facilitating stuff for clients presumably. In the Morgan Stanley case it's an equity swap. Quite interested in who would want an NMC equity swap at this point, but again it's possible that the disclosures have lagged. The TR1 showing Morgan Stanley linked positions going below the disclosure threshold was issued to the market on 27 Feb, whereas the TR1 disclosing the previous notifiable holding was issued the day after.

24 Feb (but issued on 28 Feb)
Morgan Stanley - under 5% to 5.12% (3.94% not shares)
https://www.investegate.co.uk/nmc-health-plc--nmc-/rns/holdings-in-company/202002281540585546E/

25 Feb (issued on 27 Feb)
Morgan Stanley - 5.12% (3.94% of which not shares) to under 3%
https://www.investegate.co.uk/nmc-health-plc--nmc-/rns/holding-s--in-company/202002271636474038E/


Here's another bank in the mix: Goldman Sachs, and it's a mixture of put and call options, swaps and CFDs. At one point in early January the total interest in NMC shares goes from below 1% to almost 13%, of which less than 2% represented actual shares themselves, but that represents over a quarter of the free float. There are a bunch more Goldman TR1s that I'll look at later.

8 Jan
Goldman Sachs - 12.94% (11.17% not shares)
https://www.investegate.co.uk/nmc-health-plc--nmc-/rns/holdings-in-company/202001151000018746Z/

That stuff drifts down again to just under 9% before disappearing under 1% again on 17 January. So this all happened within 10 days.
https://www.investegate.co.uk/nmc-health-plc--nmc-/rns/holdings-in-company/202001211716315043A/


Finally, you can see a bit of stock lending activity out there too. For example, TR1s issued by Norges Bank show it winding down the amount of stock on loan (plus a jump in overall holding) from the back end of 2019. I've stuck a few of these into a chart.

Blackrock also issued a bunch of TR1s as its position went up and down, and there is a bit of disclosed stock lending in there. Here's a disclosure showing 1.6% lending near end November 2019.
https://www.investegate.co.uk/nmc-health-plc--nmc-/rns/holding-s--in-company/201911281100020114V/  

According to ShortTracker, the total public short in NMC hit about 6% at max, and was at 5% at the time of the meeting in December that approved the company's buyback and its remuneration policy. Just the Norges and Blackrock disclosures show 3.75% between them out on loan around that time.

Incidentally, the voting turnout for that meeting was reported as 85% - with almost 178m out of 208m shares voted. Turnout at the AGM last June was actually a touch higher - 87% and 182m shares - that strikes me as pretty good in general and therefore not one of the cases I've found previously of shorted stocks seeing falling turnout.

FTSE100 corporate governance failure

UPDATED: Very useful info from Chris Hodge added - the ownership disclosure requirements are weaker for non-UK issuers. 

It's not surprising, given the market turmoil, that the crisis at NMC Health has attracted less attention than it would normally get, but it's shaping up to look pretty nasty. At the time of writing, the shares are suspended, the FCA has launched a formal enforcement investigation, the chief executive has gone (following several other directors) and the FD is on sick leave, the company has revealed off balance sheet financing running into hundreds of millions, the company is reported to have pledged future credit card payments from customers to obtain financing, there are reports of staff going unpaid and one analyst has warned that NMC shareholders might at the extreme be left with nothing.

It's pretty amazing that this has happened at a FTSE100, and this is something to bear in mind next time the claims is made that the UK's governance regime is the envy of the world. All this must surely require a thorough review.

First up, let's be clear this is not a UK company in a meaningful sense. Its shares trade here but the bulk of the business is elsewhere. Why are companies like this listed, and allowed to be listed, in the UK in the first place? Surely this example should lead us to look again at the listing rules?

Secondly, it's another controlled company, with a free float of only about 45% (though exactly who had the beneficial ownership the 55%+ is still a little unclear). [actually it looks to me like the free float was closer to 42%] Once again - why do we allow this, and if we are going to continue to do so why are shareholder protections so weak? 

The NMC case really brings this home. The 'protection' is that votes on 'independent' non-executives have to be shown twice, once including the controlling shareholder votes, and once without. And in the latter case if the director gets less than 50% the election has to be re-run. OK, great, but key players at NMC were not caught by this. B R Shetty, the founder and vice-chair who is right in the middle of it all was (rightly, obviously) not designated independent. So the governance regime by design excludes him from accountability. Nor is this glaring flaw in the regime a new thing - think James Murdoch at Sky.

Thirdly, even if all that doesn't bother you, its board clearly had independence issues. Surely in the case of a controlled company like this you have to be extra vigilant, and you should use what limited power you have to push for a board that has strong independent representation. So why so little challenge from shareholders? Looking back at its last AGM the directors barely got a tickle, let alone a slapped wrist. If I was invested with an asset manager that had a big position in NMC and voted for everything at that AGM I'd give them a serious grilling. 

We may need to need to look at reporting too. If NMC was unclear about who owned what it's possible that some of its RNS announcements are wonky. Having had a read through some of them I already have some questions. 

UPDATE: Actually the point in italics below is easily explained. The disclosure requirements for a 'non-UK issuer' are actually less than for UK issuer. Excerpt from the FCA below.

It's not obvious to me why there should be less transparency regarding the ownership of a non-UK issuer. It feels particularly odd in this case given that uncertainty regarding ownership of shares is right in the middle of the story. 

Also I realise that NMC did not tick the box (literally) on the TR1 forms to identify it as a non-UK issuer. Maybe an oversight though.

For example, this TR1 issued in January 2019 shows Capital's holding in NMC going over 5% on 22 January:

https://www.investegate.co.uk/nmc-health-plc--nmc-/rns/tr-1-notification-of-major-holdings/201901241344330419O/ 

Then there's nothing until January 2020, when this TR1 says that on 8 January Capital's position went to 11.5%:

https://investegate.co.uk/nmc-health-plc--nmc-/rns/notification-of-major-holdings/202001101030044297Z/

It seems very unlikely to me that Capital held the same position for almost a whole year and then went from 5% to 11.5% in one day, given the size of the move, the limited free float etc. So what's going on there? And when I looked at a share register showing historical holdings in the company, it looks like they went over 5% earlier. I thought TR1s had to be issued each time a shareholder goes over a 1% threshold - am I missing something? 

I appreciate that most market participants aren't going to rely on TR1s for holdings info, but these are regulatory announcements. Perhaps there is a reason why it didn't report ownership going over 6%, 7%, 8% etc, but if so the reporting regime seems a bit pointless. And it may not just be Capital, are there other TR1s that should have been issued? 

This in turn makes me wonder about the disclosures in the annual report. Here is the list of major shareholders in the most recent annual report.

I thought that requirement to disclose major shareholders kicks in at ownership of 3%. If the company issued a TR1 in January 2019 saying that Capital went over 5%, and the statement of major shareholders in the annual report is as at 6 March 2019, why is Capital not in the list?

I'm going to keep digging away at this one, and will blog again as I find more out. At the moment I'm just shocked that this had happened.