Boohoo slams 'self-serving' Revolution Beauty board

The AIM-traded firm, which holds 26.6% of Revolution’s issued share capital, said it believed the actions of the board were self-serving and not in the best interests of shareholders.

Its primary concerns included the board's attempts to unilaterally adjourn a quorate meeting without the approval of present shareholders.

However, the attempt failed as the resolution to adjourn attracted a 74% vote against it.

Furthermore, three key resolutions were defeated during the meeting, with approximately 74% of votes against each of them.

As a result, chief executive officer Bob Holt, chief financial officer Elizabeth Lake and chair and senior independent director Derek Zissman were removed from their respective positions.

Boohoo also criticised the conduct of remaining independent director Jeremy Schwartz, who it claimed disregarded corporate governance best practices and the expressed opinion of shareholders.

After the AGM, Schwartz unilaterally appointed two new non-executive directors and re-appointed the three former directors who had just been removed from office by the shareholders.

The move by Schwartz was viewed by Boohoo as an abuse of process.

Boohoo questioned how a board taking such actions could claim to act in the best interests of shareholders, emphasising that the conduct appeared to be self-serving.

The company said it believed the actions would likely result in significant remuneration and share awards for the members of the self-elected board once the suspension of trading in Revolution’s shares was lifted.

Boohoo pointed out that the remuneration committee did not seek prior shareholder consultation or approval for the awards, thus allegedly contravening corporate governance best practices.

“Boohoo remains supportive of a lifting of the suspension, but not at the expense of doing so with a board that has proven to behave inappropriately,” the board said in its statement.

“Boohoo calls on the board to convene the requisitioned general meeting of Revolution Beauty proposing to remove Bob Holt, Elizabeth Lake and Derek Zissman and to appoint Alistair McGeorge and Neil Catto as directors without further delay and not to resort to further attempts to obstruct shareholders and adjourn that meeting, once convened.

“Boohoo remains committed to wholesale board changes at Revolution Beauty and the appointment of a new, majority-independent board with the right balance of skills and experience and believes that it is of paramount importance that the future board of directors of Revolution Beauty have direct and relevant experience of dealing with its customers.”

At 1248 BST, shares in Boohoo Group were up 0.56% at 34.76p.

Reporting by Josh White for Sharecast.com.