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Against the Pensions & Investment Research Consultants Ltd’s (PIRC) recommendations, JD Wetherspoons’ shareholders showed overwhelming support in favour of re-electing chair Tim Martin in its 2019 AGM held on 21 November.
Tim Martin has been executive chair of JD Wetherspoons since 1983, having founded the company in the 70s. In accordance with the 2018 corporate governance reforms, the chair and non-executive directors of a company should not exceed 9 years in the role from the date of appointment to the board. The reasoning behind this is that it would compromise the independence of these directors – something which Martin has openly opposed, claiming in the company’s 2019 quarterly update that ‘by institutionalising inexperience, the code guarantees the eventual destruction of the culture or ‘DNA’ of successful companies’.
In line with the code, PIRC had recommended that shareholders vote against Tim Martin and the non-executive directors who had exceeded this limit. Despite this, Tim Martin was re-elected as director with a 98% majority. Whilst his two long standing non-executive directors were also re-elected, both Debra Van Gene and Sir Richard Beckett received over 19.4% dissenting votes in the independent poll. Both these directors also received over 30% significant no votes in the 2018 AGM, which Tim Martin addressed in the 2019 annual report, stating he had communicated with the shareholder in question regarding this. He further pointed to the hypocrisy of these shareholders and PIRC in the 2019 quarterly report, highlighting how they themselves do not follow the 9-year rule they are imposing.
In response to Tim Martins criticisms, PIRC released a statement stating the issue of Tim Martin’s independence arises due to his role as executive chairman as well as being a major shareholder. PIRC also accepted that the company and its shareholders may have contrarian views, and notes that there may be ‘limitations of the ways of looking at companies through a governance framework’. However,
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Market Tracker is a unique service for corporate lawyers housed within Lexis®PSL Corporate. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions.
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