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SVM vs. Mears Group Heats Up

Mears Group announced this morning that it has rejected Shareholder Value Management’s resolution to provide shareholders with the opportunity to vote on the company’s next chairman at its upcoming General Meeting. SVM called for a GM last week to request the removal of the Group’s chairman, Bob Holt, and the appointment of a new, independent non-executive director (NED), Andy Hogarth. Upon the appointment of Mr. Hogarth, SVM urged the board to appoint him chairman in a timely fashion.

Mears Group replied by saying board appointments should not “be imposed on us by a single shareholder.” SVM therefore felt that it would be in the best interests of the markets and the ultimate form of shareholder democracy to put the appointment of Mr. Hogarth to a vote, and thus requisitioned for an additional resolution to be added to the agenda stating:

  1. That conditional upon resolution 1 of the requisition dated 2 July 2018 being passed at the general meeting of the Company convened to consider such resolution, that the board of directors of the Company be and is hereby requested to appoint Mr Andy Hogarth as the chairman of the board of directors of the Company.

Gianluca Ferrari, Director at Shareholder Value Management AG, said:

“We are extremely disappointed by the company’s stance. It is our responsibility to call for better corporate governance at Mears in the interest of increasing shareholder value. To dismiss our request to give all shareholders a voice on the role of chairman and shielding their actions behind procedural formalities while ignoring the elephant in the room, for example the stagnating share price, lack of independence at the helm and most importantly, poor capital allocation, proves our point that swift change is necessary.”

“We are confident that our disappointment will also be shared by many other shareholders who, like ourselves, expect a rapid turnaround in Mears’ fortunes. Increasing shareholder participation can only work to the company’s advantage.”