Demutualisation of Liverpool Victoria — House of Commons, 2021-09-15
Topic: Domestic Commerce
Gareth Thomas (Labour, Centre-left): The proposed demutualisation of Liverpool Victoria is the first proposed demutualisation of a major financial services business since the financial crash. If the demutualisation goes ahead, it will see controversial United States private equity giant Bain Capital given ownership of a British customer-owned business with considerable financial assets. The tidal wave of private equity money apparently available for purchases of British firms prompts the inevitable question of whether this proposed demutualisation is a one-off or whether it is the start of another wave of demutualisation The all-party parliamentary group for mutuals, which I am fortunate to chair, conducted an inquiry into the proposed demutualisation earlier this year. We interviewed Mark Hartigan, who is the current chief executive of Liverpool Victoria, as well as Matt Popoli of Bain Capital, the regulators, the Association of Financial Mutuals and representatives of other mutuals, and we received submissions from individual consumer-owners of Liverpool Victoria. I am grateful to the hon. Member for Wycombe (Mr Baker), my hon. Friend the Member for Rochdale (Tony Lloyd), the hon. Member for Thirsk and Malton (Kevin Hollinrake), my hon. Friend the Member for Neath (Christina Rees), the hon. Member for Harrow East (Bob Blackman), the noble Lords Curry and Wrigglesworth, and Viscount Trenchard for their assistance and support. We have written subsequently to the Prudential Regulation Authority and the Financial Conduct Authority, and I have also written to the Pensions Regulator We concluded that it was very difficult for an individual member of LV= to be able to assess whether the proposed demutualisation was in their interests, given the scarcity of information with which they had been provided. We agreed that, on the basis of the evidence available to us, the leadership of LV= had not been open and transparent with members about its intentions for their business. Indeed, we felt that there had been a notable disregard for the interests of members and a cavalier attitude towards the member governance of the business We concluded, too, that the plans would damage the diversity of financial services providers in the UK, and that there had been insufficient policy attention on mutuals in recent times, particularly on the need to be able to raise capital. Lastly, we concluded that regulators needed to have a fundamentally different approach to the threat of demutualisation. Indeed, we were staggered that no lessons had been learned from the pre-crash wave of building society demutualisations I believe now that Alan Cook, the chairman of Liverpool Victoria, has a series of questions to answer about the proposed demutualisation and sale to Bain Capital. Earlier this week I formally invited him to Parliament to enable him to do just that Since our report was published, and despite many invitations to do so, the leadership of Liverpool Victoria have thus far refused to provide a more open and transparent explanation of their motives and their intentions. First, there has never been a clear, easy-to-understand explanation as to why demutualisation is needed. The business is well capitalised—indeed, it recently sold its general insurance business for over £1 billion—and it has raised significant sums on the capital markets. Both the chairman and the chief executive were arguing that the business was in very good financial shape right up until their plans for putting Liverpool Victoria up for sale were leaked to the media So why, really, is this plan being pushed? Why can Liverpool Victoria not survive as a stand-alone business in its own right? Its members, I believe, have a right to know. If, for a moment, we take at face value the idea that the new chief executive spotted a major flaw in the business model of his predecessor, so great that significant investment was needed for Liverpool Victoria’s customers to continue to enjoy the fruits of their investment with LV=, then why did they not choose another mutual? Indeed, there are persistent rumours that a major mutual offered more money than Bain Capital offered. The consumer-owners of Liverpool Victoria have a right to know whether that is true and why, if so, it was turned down Secondly, it is difficult to see how the members or owners of Liverpool Victoria will benefit from the demutualisation. Previous demutualisations have always been driven by the chair, chief executive and board, who usually benefit from significantly enhanced remuneration packages. It is time for the board to be honest. For example, by how much more will the chairman and chief executive benefit if this deal goes ahead? Thirdly, the way in which Liverpool Victoria’s chairman and board have gone about the process of demutualising raises the question as to whether—I say this gently—they knowingly misled the regulator and their customer-owners about their plans The board of Liverpool Victoria successfully persuaded their members to approve Liverpool Victoria’s conversion from a friendly society to a company limited by guarantee. At the time, they proposed this to their members, the chairman, Mr Cook, explicitly assured members that this would mean no change to the mutual status of Liverpool Victoria. With that assurance, the consumer-owners of LV= approved the conversion to a company limited by guarantee in May 2019. The real significance of that change in legal governance only emerged much later. In LV=’s rulebook, to demutualise, it needs a 50% turnout of the membership in any such vote and 75% of those voting to vote in favour. In short, practically, it is impossible—deliberately so. It was a rule put there to protect future consumer-owners of LV= against the greed of carpetbaggers and directors Given the assurances of Mr Cook, the board and the chief executive, one might have assumed that LV=’s mutual future would continue, notwithstanding the change from a friendly society. Under the rules governing companies, however, boards can approach our courts to ask for a scheme of arrangement for permission to ignore a particular rule in their constitution. That is not currently within the friendly society rules. Assuming there is even a small majority voting in favour of demutualisation, this is what LV=’s leadership are now determined to do. Revealingly, in February this year, in a webinar for LV= customers, Mr Cook noted that his plan to demutualise and sell to Bain Capital would not have been possible if they had not converted to a company limited by guarantee. It appears—again, I say this advisedly—that Mr Cook, the chairman of LV=, has been determined to demutualise for some time and has not been straight with the consumer-members of LV= What has added to that sense is that the previous chief executive of LV, Richard Rowney, left the organisation in December 2019, and it is difficult not to think that he was fired for not wanting to demutualise. His replacement, Mark Hartigan, was announced just 10 days later, and within less than three months Liverpool Victoria was up for sale—this at a time when assurances of Liverpool Victoria’s continuity as a mutual were being given. Frankly, it is stretching credibility to believe that the decision to sell was the unexpected decision of a strategic review landed by an incoming chief executive with no experience of working for a mutual and after less than three months in the job. What is also remarkable is the decision of the Financial Conduct Authority not to investigate whether members of LV= were deceived into supporting the conversion to a company limited by guarantee.