Boohoo continues its defence against Frasers Group’s attempts to gain board influence ahead of a key general meeting.
- Boohoo’s board has rejected Frasers’ proposals to appoint Mike Ashley and Mike Lennon due to conflicts of interest.
- Frasers Group, holding 27% of Boohoo, has been criticised for selective governance commitments.
- Boohoo is open to a non-executive director from Frasers, but not Ashley or Lennon.
- Tensions rise as Frasers demands board changes, highlighting Boohoo’s past performance issues.
Boohoo is steadfastly opposing Frasers Group’s attempts to appoint Mike Ashley and Mike Lennon to its board. These candidates are considered unsuitable due to inherent conflicts of interest stemming from their prior engagements with Frasers. Consistent with advice from Glass Lewis and ISS, Boohoo will not endorse these appointments despite any assurances offered by Frasers.
The board has clarified that while Frasers claims to meet all governance commitments outlined on 10 December 2024, they have declined significant safeguards, such as a standstill agreement against future hostile takeovers. This refusal forms a critical focal point in Boohoo’s argument against the nominations.
Frasers Group, a substantial stakeholder with 27% ownership, has been seen selectively honouring governance agreements, sparking accusations of cherry-picking. Boohoo’s leadership asserts that Frasers does not position itself to safeguard minority shareholder interests effectively.
Boohoo indicates it might entertain the idea of a Frasers’ representative on its board, but strictly as a non-executive director without conflicts of interest. This representative must adhere to governance standards previously agreed upon with other key company stakeholders.
Frasers Group has criticised Boohoo’s recent business performance, citing non-transparent practices and problematic refinancing. They have insisted on reshaping the board to address these issues, urging for Mike Ashley’s leadership and restructuring efforts led by Mike Lennon.
Boohoo remains resolved in its stance, seeking to protect its governance integrity whilst navigating the contentious boardroom dynamics with Frasers.
