This morning’s Tower annual meeting was dominated by the resignation of independent director Denis Wood and discussion’s over the role of Guinness Peat Group, the company’s 34.1% shareholder.
Wood was standing for re-election but told the meeting he had decided to retire. He made a statement that included the following comment; “GPG owns 35% of Tower. Although that is by no means a majority shareholding, GPG holds sufficient voting strength to enable it to control the outcome of the meeting. GPG has informed the Board that it will vote against my re-election. Therefore the outcome of any formal vote on my re-election would be a foregone conclusion. I do not consider it in the interests of Tower to have a contested vote for such an important position”.
Why has GPG dumped Wood?
GPG argues that it needs to refresh the Tower Board and it voted against Wood because he was standing for re-election this year.
But the Board has a recently introduced policy that directors should not serve from more than nine years. The following list of directors shows that Wood is one of the more recent appointments and Susannah Staley has been a director since 1999.
Bill Falconer (Chairman) December 2003
Rob Flanagan (CEO) March 2008
Mike Allen (GPG) June 2011
Mike Jefferies (GPG) December 2006
John Spencer October 2003
Susannah Staley October 1999
Denis Wood May 2005
Why wasn’t Staley shown the door? Maybe it is because the GPG’s Tower directors want an acquiescent board and don’t want robust debate from an independent director.