Boohoo remains firm amidst ongoing challenges from Frasers Group, emphasising governance protections and board composition concerns.
- The board has firmly rejected the appointments of Mike Ashley and Mike Lennon, citing irreconcilable conflicts of interest.
- Frasers Group, holding a 27% stake in Boohoo, has been criticised for its governance approach and selective commitment adherence.
- Both parties are preparing for a critical general meeting on 20th December, as Boohoo seeks to protect shareholder interests.
- Boohoo’s board considers offering board positions to Frasers, contingent on nominating conflict-free candidates and agreement on key governance commitments.
The ongoing dispute between Boohoo and Frasers Group highlights significant governance issues and strategic differences. Boohoo has made it clear that Frasers’ proposal to appoint Mike Ashley and Mike Lennon to its board is unacceptable due to their strong ties with Frasers, a major competitor. Boohoo has been unwavering, aligning its stance with earlier recommendations from proxy advisors Glass Lewis and ISS to block the appointments in question.
Boohoo criticises Frasers for selectively addressing governance commitments, arguing that this endangers minority shareholders’ interests. The board emphasised that Frasers is ignoring key protections, and continues to reject the idea of Mike Ashley and Mike Lennon joining its board under any conditions. Tim Morris, Boohoo’s chair, highlighted the necessity for unconditional commitments to governance requirements to safeguard shareholder interests.
Frasers Group, which holds a significant 27% equity in Boohoo, has been vocal about Boohoo’s performance failures, including lacklustre results and supply chain criticisms. Frasers has pushed for Mike Ashley to assume the role of chair and for Mike Lennon to join the board, proposing structural changes that Boohoo firmly opposes. Despite this, Boohoo remains open to considering any new board candidate that Frasers might propose, provided they meet Boohoo’s standards of independence and conflict-free governance.
In preparation for the upcoming general meeting, Boohoo stresses the importance of adhering to governance commitments. The necessity of these measures, according to Boohoo, rests on protecting the interests of all shareholders. Boohoo has communicated willing to entertain a Frasers’ nominee, but insists such a nomination must come with comprehensive agreement to the governance safeguards previously outlined. This strategic standoff sets the stage for the December general meeting.
Boohoo stands resolute, demanding stringent governance adherence from Frasers Group, setting the stage for a decisive December meeting.
