The Investment Committee has not produced any formal guidelines on
this subject and insurance Offices as investors are not opposed to
the concept that shareholders should be offered the option of taking
scrip in lieu of dividend on an optional basis. However, arrangements
which provide for the creation of a separate class of shares for this
purpose are not generally welcomed in view of the potential for
subsequent conflict of interest which may arise.
It is considered important that any authority granted by shareholders
should be related to the net cash dividend payable, the shares should
be subscribed at the full middle market quotation (or if preferred an
average of, say, five dealing days) following the day on which the
Ordinary shares are first quoted "ex" the relevant dividend. The
authority should also be renewed at least every 5 years.
Exceptionally, circumstances may arise when enhancement of the scrip
dividend, perhaps even to the value of the gross dividend, may be
contemplated as a one-off measure when a problem of irrecoverable
advance corporation tax (ACT) is encountered by the company. However,
companies must be fully satisfied that the incidence of unrelieved ACT
is not merely temporary and that the anticipated level of take-up will
not create problems in respect of dividend-servicing capability for
future years.
Requests are received from time to time seeking the reaction of
offices to provisions whereby individual shareholders can mandate to
receive scrip in lieu of dividend whenever the option is offered by the
directors. There is no objection to such an arrangement as this may
effect cost savings for a company. It is considered important, however,
that shareholders should have the opportunity to review the
arrangements within the 5 year timeframe outlined above, while in the
case of enhanced scrip dividends it is appropriate that approval be
obtained from shareholders by special resolution on each occasion that
these are proposed.