Why is RBS’s boss selling its shares?

August 11, 2009

Controversy and running RBS go hand in hand. Stephen Hester replaced Fred Goodwin as chief executive of RBS and is now in hot water himself over his incentive pay deal. The chief executive of the state-controlled bank could be paid 9.6 million pounds over three years if the share price (currently 44p) reaches 70p. However, he seems to have so little faith in the shares reaching that level that he has offloaded 1,264,565 shares since last November at prices between 28.5p and 48p, yielding just over 464,000 pounds.

When  unveiling first half results last week Hester asserted that “We have a strong plan in place that I believe can get us to where we need to be by 2013,” which presumably includes recovery in a share price still languishing more than 90 percent off its peak.

The official guff goes that Hester was granted shares, in tranches, when he joined RBS in lieu of those he would have received at British Land. Under British tax law, the awards are treated as income and so Hester sold some of the shares granted “to meet an immediate income tax and national insurance liability.”

In doing so, Hester can claim to be following best financial practice in matching a liability with the corresponding asset. Finance theory also says that investors should not put all their eggs in one basket.

Moreover, senior managers are highly circumscribed in when – or why – they can sell. There is virtually no “good” time and even fewer good reasons to sell. Therefore, if Hester thinks he might need to trim his holdings at any time, the best time to do so is when he has what looks like a legitimate reason.

And yet, and yet.

There are good reasons why Hester will be barred from selling the shares he is granted within his 9.6 million pay deal for five years. When investors’ money is at stake, they want to know that management has “skin in the game”; that he suffers when the share price falls and benefits when it rises.

Hester made millions in his previous careers, and it is impossible to believe that he could not have raised half a million pounds elsewhere to pay the taxman. By selling his shares to do so he is sending investors an unwelcome signal that his caution outweighs his confidence.

Hester may be a great banker, but his diplomatic skills leave much to be desired.

Margaret Doyle is a shareholder in RBS.

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