The build-up to next week’s General Meeting of boohoo plc has certainly been getting a blockbuster build-up.
It may be 5 days before Christmas, but it’s likely to have a major impact on the Manchester ecommerce group.
If they win the vote, they prevent Mike Ashley becoming CEO, if they lose then the Frasers Group founder has already stated he’s likely to start making major changes at the fashion firm.
That probably explains why the open letters between the two organisations have continued to get released.
Today boohoo’s board reiterated its stance regarding board room representation for Frasers Group – the aforementioned Mike Ashley and Mike Lennon.
Today boohoo stated:
“The Board has also made it clear to Frasers that:
“1. Consistent with the recommendations of Glass Lewis and ISS, it will not recommend the appointment of Mike Ashley (a major competitor) or Mike Lennon to the Board in any circumstances, whatever commitments are offered by Frasers, given their irreconcilable conflicts of interest given their embedded relationship with Frasers and Frasers’ prior form.
2. It would be willing to offer Frasers a single seat on the Board of boohoo if it puts forward an appropriate candidate for the role of non-executive director (not Mike Ashley and Mike Lennon), who can act without any conflict of interest and Frasers agrees to the governance commitments that boohoo has requested and which Mr. Kamani has agreed to provide.”
It also refers to a number of previous open letters – here’s a quick summary – about commitments it wanted potential board members to sign up to. These, it stated, were for the protection of all shareholders.
“The Board considers that a concerned investor in boohoo shares who was focussed solely on unlocking and maximising Shareholder value would have no concerns whatsoever in signing up to the standard commitments that boohoo has asked for,” it added.
Tim Morris, boohoo Group Chair, said:
“The Board has consistently said that due to obvious conflict points and because of their historical ties to Frasers, Mike Ashley and Mike Lennon are not appropriate candidates to join the Board in any circumstances, whatever commitments are offered. Notwithstanding that, Frasers continues to refuse to agree to a number of the key protections that the Board would require should an appropriate representative be nominated. These are key issues which need to be addressed for the protection of all Shareholders and it is not for Frasers to pick and chose which commitments it will give”.
