Mears Group PLC Planned Board Succession (9195T)
07 July 2018 - 1:11AM
UK Regulatory
TIDMMER
RNS Number : 9195T
Mears Group PLC
06 July 2018
6 July 2018
Mears Group PLC
("Mears" or "the Company")
Planned Board Succession
Mears Group PLC (LSE: MER), the provider of support services to
the Housing and Care sectors in the UK, notes, with
dissatisfaction, the notice to requisition a general meeting
announced yesterday (the "Requisition") and provides the following
update on its planned Board succession.
In recent years the Board of Mears has been evolving steadily,
reflecting the development of the Company and its key operating
markets and the requirements of good corporate governance. As a
result of this, four new Non-Executive Directors have been
appointed since June 2017 bringing valuable relevant sector
experience and knowledge to the boardroom. Moreover, last month, we
became one of the first businesses in the UK to appoint an employee
Director to our Board.
As part of this process of Board evolution, Mears's Chairman,
Bob Holt, has indicated his intention to the Board that he does not
wish to stand for re-election at the 2019 Annual General
Meeting.
The Board believes the recruitment of the new Chairman should be
achieved through a considered, properly structured process,
conducted in accordance with good governance practice rather than
be circumvented by the wishes of any one shareholder. The Board
intends to keep shareholders updated on this process as it
progresses.
The Requisition proposes two resolutions. Firstly, that Bob Holt
be removed from the Board of Directors of the Company and,
secondly, that an alternative candidate be appointed as
Non-Executive Director. The Board believes that its existing Board
succession plan already addresses both of these resolutions for the
benefit of all Mears shareholders.
David Miles, Chief Executive of Mears Group, commented:
"The Requisition is an unnecessary disruption of a planned
process of Board evolution which we have been working on
continuously, and will continue to do so, in line with the
Company's development. An important part of this process is the
appointment of a successor to Bob Holt. However, in making this
announcement today, I must record that I find this public intrusion
both frustrating and insulting, especially given the significant
dialogue that I have personally had with a number of shareholders
in recent months. We are determined that all Board appointments
should follow a proper due process and not be imposed on us by a
single shareholder. We will, however, engage with our shareholders
during the appointment process."
The Board of Directors intends, in accordance with section 304
of the Act, to call a general meeting within 21 days of the receipt
of the Requisition, on 4 July 2018, and to provide for such meeting
to be held on a date not more than 28 days after the date of the
notice of such meeting.
Shareholders are advised to take no action at this time. Further
announcements will be made in due course.
For further information, contact:
Mears Group PLC
David Miles, Chief Executive Tel: +44(0)7778 220 185
www.mearsgroup.co.uk
Buchanan
Mark Court, Sophie Wills, Catriona Flint Tel: +44(0)20 7466 5000
mears@buchanan.uk.com
Notes for editors
Mears employs around 12,000 people and provides services in
every region of the UK. In partnership with our Housing clients, we
maintain, repair and upgrade the homes of hundreds of thousands of
people in communities from remote rural villages to large inner
city estates. Mears has extended its activities to provide broader
housing solutions to solve the challenge posed by the lack of
affordable housing. Our Care teams provide support to over 15,000
people a year, enabling older and disabled people to continue
living in their own homes.
We focus on long-term outcomes for people rather than short-term
solutions, and invest in innovations that make a positive impact on
people's quality of life and on their communities' social, economic
and environmental wellbeing.
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
END
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