In a recent statement, Boohoo stands firm against Frasers Group’s boardroom proposals, leading to a notable corporate standoff.
- Boohoo’s board rebuffs Frasers’ demand to appoint Mike Ashley and Mike Lennon, citing conflicts of interest.
- The board expresses openness to a Frasers representative, conditional on certain governance commitments.
- Concerns over Frasers’ selective governance commitments are highlighted by Boohoo.
- Frasers Group, owning 27% of Boohoo, criticizes the retailer’s performance and elections.
Boohoo Group has issued a firm response to the Frasers Group’s latest assertions, maintaining its stance against specific board appointments ahead of its general meeting on December 20. The recent statement from Boohoo comes after an open letter from Frasers, which questioned the recommendations by proxy advisors Glass Lewis and ISS to vote against appointing Mike Ashley and Mike Lennon to Boohoo’s board.
This rejection by Boohoo’s board is rooted in deemed irreconcilable conflicts of interest due to Ashley and Lennon’s established ties with Frasers. Boohoo has reiterated that it will not endorse their appointments under any circumstances, aligning with recommendations from Glass Lewis and ISS. The board conveyed clarity that despite Frasers’ commitments, these appointments are unacceptable due to the potential interference they pose in Boohoo’s governance.
While Boohoo remains open to the idea of Frasers nominating a candidate for the board, this is strictly under the condition that Frasers selects an individual without conflicts of interest. Additionally, Frasers must adhere to requested governance commitments. Such provisions are deemed essential for protecting the interests of all shareholders.
Boohoo also accuses Frasers of selectively fulfilling governance promises. This accusation highlights Boohoo’s concerns about Frasers’ approach to safeguarding the interests of minority shareholders. Tim Morris, Boohoo Group Chair, articulated these concerns, emphasizing that it is not for Frasers to decide the terms for safeguarding shareholder interests.
Frasers Group, holding a substantial 27% stake in Boohoo, has been vocal about its dissatisfaction with Boohoo’s current performance, pointing out lackluster results and alleged transparency issues. Their demand for Mike Ashley to assume the chair position, paired with restructuring expert Mike Lennon’s directorship, remains unmet and contested by Boohoo.
The ongoing dispute reflects Boohoo’s determination to protect its boardroom integrity and governance against Frasers Group’s pressures.
