In its 2019 AGM results announcement, Synthomer plc (LON: SYNT) reported that all resolutions were passed, although there was a significant minority vote against resolution 11 which related to the re-election of Neil Johnson, the Chairman of the Company, as a non-executive director. Total votes received in favour of this resolution were 64.72%.
Following the AGM results, the Company has actively sought to engage in dialogue with a number of significant shareholders who voted against Neil’s re-election and with a leading proxy voting advisory body. The dialogue was initiated in order to better understand the reasons behind the dissenting votes, which were based on:
· Concerns over Neil’s availability to devote sufficient time to carry out his responsibilities as Chairman of the Company (“over boarding”); and
· The absence of a commitment and plan by the Synthomer Board to implement the Hampton-Alexander Review Recommendation of 33% representation of women on the Board by the end of 2020).
The Board has carefully considered the over boarding’ concerns which are understood to arise due to Neil’s role as chair of two other public company boards – QinetiQ Group plc (QinetiQ) and Electra Private Equity plc (Electra). Whilst the Board acknowledges that Neil’s role as chairman of the QinetiQ board is a significant commitment which should be counted as such this is not however considered to be the case with his chairmanship of Electra. As Electra has publicly stated, it is conducting a managed wind-down of its final few investments and reducing overheads prior to closing the fund which has currently resulted in it having only two employees and requiring minimal input from Neil. Accordingly, the Board strongly believes that Neil is an effective Chairman with sufficient capacity to meet his commitments, and has no concerns over his availability to deal with Company matters.
The Board adopted its current policy on diversity in 2014 and has not recommended the setting of quotas for female or other representation. The Board has appointed women to fill the most recent two vacancies that have arisen for independent non-executive directors resulting in female representation of 22.2% on the Board since September 2018. In order to address both the Recommendation and the need for the refreshment of independent non-executive directors over the next 18 months in accordance with the provisions of the UK Corporate Governance Code the Board has decided to commit to the appointment of an additional female independent non-executive director by the end of 2020. Whilst this will increase the size of the Board in the short term to 10 it is expected that the Board will reduce to 9 during the first half of 2021. It should be noted that the Board has two long standing male non independent non-executive directors who are not subject to the tenure requirements of the Code and who each continue to provide a highly valued contribution.
The Sythomer plc Board will continue to engage with shareholders on these points as required and will set out further details of any such dialogue and relevant justification for the re-election for all members of the Board in the 2020 annual report and accounts and associated documentation.