Boohoo Group responds to Frasers Group’s persistent boardroom challenges as the general meeting approaches.
- Frasers challenges recommendations against appointing Mike Ashley and Mike Lennon to Boohoo’s board.
- Boohoo maintains opposition to the appointments due to conflicts of interest with Frasers.
- The possibility of Frasers nominating a non-conflicting candidate remains if governance commitments are met.
- Frasers criticised Boohoo’s performance, demanding substantial board changes.
Boohoo Group has firmly addressed Frasers Group’s ongoing attempts to influence its boardroom decisions. As the date of the general meeting nears, tensions have escalated between these two retail giants over governance matters and board appointments.
Frasers Group recently issued an open letter opposing the recommendations from proxy advisors Glass Lewis and ISS. These advisors have urged shareholders to vote against the inclusion of Mike Ashley and Mike Lennon on Boohoo’s board. Frasers argues that it has adhered to the governance commitments set out by Boohoo as of 10 December. However, Boohoo counters that Frasers has not agreed to key protections, such as a standstill restriction to prevent future hostile actions.
Boohoo has reiterated its disapproval of Ashley and Lennon joining the board due to what it terms “irreconcilable conflicts of interest” stemming from their ties to Frasers. Boohoo emphasized that it will not endorse these appointments, irrespective of the commitments Frasers offers.
Despite the ongoing dispute, Boohoo has suggested a potential compromise: it may consider nominating a representative from Frasers to the board provided they are a non-executive director with no conflict of interest. This possibility is contingent on Frasers complying with the governance commitments requested by Boohoo, which have been supported by Mr. Kamani.
Frasers has recently criticised Boohoo for its “dismal results” and lack of transparency in business operations. They seek to have Mike Ashley assume the role of chair and Mike Lennon become a director, proposals Boohoo firmly opposes. Boohoo accuses Frasers of selective adherence to governance commitments, further aggravating the situation.
The boardroom spat between Boohoo and Frasers continues, showing no signs of resolution.
