In a report released Monday, Institutional Shareholder Service recommended that shareholders reject Bluebell’s proposal to appoint former Bulgari CEO Francesco Trapani to the board as a representative of Richemont’s A-class equity holders, claiming that the appointment would be detrimental to their interests.
“The dissident has failed to make a compelling case for board change,” ISS analysts wrote in the report.
Richemont Chairman Johann Rupert has also urged shareholders not to vote for Trapani, citing the fact that he was CEO of Bulgari at the time it was acquired by archrival LVMH. Trapani also served as chairman and CEO of the French conglomerate’s watches and jewellery division from 2011 to 2014.
Instead, the company has nominated current board member Wendy Luhabe to represent A-share investors, a proposal that was also supported by ISS on Monday.
Rupert owns B-class shares in the Swiss company, which is known for its high-end brands such as Cartier and Van Cleef & Arpels. According to the company’s most recent annual report, the South African billionaire owns 10% of the company’s share capital and 51% of its voting rights. Bluebell, a British activist hedge fund with a track record of taking on large European corporations, has suggested that A shareholders are underrepresented.
Other Bluebell proposals, such as doubling the overall board size to six directors and ensuring A and B shareholders are equally represented, were recommended by the proxy adviser.
ISS also encouraged shareholders to vote against Richemont’s non-independent audit committee members in the report, citing the company’s “failure to establish a majority-independent committee and a non-independent chair.” Furthermore, the advisory firm advised voting against the company’s proposal for variable executive compensation.
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