Boohoo and Frasers Group are locked in a contentious boardroom battle ahead of Boohoo’s general meeting on 20 December.
- Boohoo firmly opposes the appointment of Mike Ashley and Mike Lennon to its board, citing conflicts of interest.
- Frasers holds a substantial 27% stake in Boohoo but faces resistance over governance commitments.
- Boohoo suggests it could consider a board seat for Frasers with conditions, excluding Ashley and Lennon.
- Frasers has been accused of selectively fulfilling governance commitments, leading to further tensions.
Boohoo has responded staunchly to Frasers Group’s attempts to influence its boardroom decisions. As the general meeting on 20 December approaches, Boohoo has publicly opposed the inclusion of Mike Ashley and Mike Lennon on its board. This opposition is rooted in the perceived conflicts of interest due to their ongoing associations with Frasers, a major competitor.
Frasers Group, which owns 27% of Boohoo’s shares, has been attempting to assert increased influence within the company. However, Boohoo’s board has criticised Frasers for failing to meet requested governance commitments, including a proposed standstill agreement against future hostile actions.
Boohoo’s stance aligns with recommendations from proxy advisors Glass Lewis and ISS, who suggest shareholders vote against the appointments of Ashley and Lennon. The board has stated unequivocally that it will not recommend these appointments, due to their significant ties with Frasers.
In an attempt to resolve the dispute, Boohoo has offered the possibility of a board seat to Frasers, provided they nominate a candidate without conflicts of interest. However, this offer excludes both Ashley and Lennon and is contingent upon Frasers accepting the governance commitments Boohoo has outlined.
Chairman Tim Morris of Boohoo reiterated the importance of protecting minority shareholders from selective governance by Frasers. He emphasised the need for Frasers to commit to all necessary protections, rather than choosing commitments based on their terms.
The ongoing tension between Boohoo and Frasers Group reflects a complex struggle over boardroom influence and governance standards.
