boohoo Group PLC on Thursday named Tim Morris as its new independent chair, a move aimed at strengthening corporate governance as the online fashion retailer faces intensifying pressure from its largest shareholder, Frasers Group PLC.
Co-founder of the Manchester-based parent company of PrettyLittleThing, Karen Millen and Debenhams, Mahmud Kamani has been appointed executive vice chair with immediate effect.
The board has separated his former role as chair from his executive responsibilities to allow for the appointment of an independent chair while enabling Kamani to focus on his day-to-day operational duties.
FTSE100-listed retailer Frasers Group, which holds a 27% stake in boohoo, has intensified its campaign to remove Mahmud Kamani from boohoo’s board, arguing his leadership has harmed the company’s performance.
In an open letter to shareholders on Thursday, Frasers urged a vote for his ousting at an upcoming meeting on December 20. Frasers founder and 73% shareholder Mike Ashley has been pushing to join boohoo’s board alongside Mike Lennon, arguing it is the only path to restoring value and stability at boohoo.
Frasers has also accused boohoo’s leadership of lacking the transparency needed to address its financial struggles, such as the recent £222 million refinancing, while highlighting concerns over declining operational performance, including weaker customer retention and falling order values.
boohoo’s board said Kamani has provided several assurances to continue his day to day executive role, which described as ‘an integral part of the leadership team’. Kamani has pledged not to acquire additional shares, merge boohoo with a competitor, or make an offer for the company within the next six months. Kamani has also agreed to waive his salary for the next 12 months.
These commitments are intended to reassure shareholders and underscore the board’s efforts to address corporate governance issues.
Chair Tim Morris said: ‘My appointment follows a series of decisive steps taken by the Board since launching its business review. I am excited to lead boohoo through the next phase of its development, alongside Dan Finley and the wider board, with the focus on delivering maximum value for, and protecting the interests of, all shareholders’.
Shares in boohoo were up 3.7% at 30.68 pence each in London on Thursday morning.
Shares in Frasers were down 2.1% at 721.50 pence each in London on Thursday morning.
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