Boohoo is a British online fashion retailer. Credit: Just Jus/Shutterstock.

British online fashion retailer boohoo announced in a statement released on Friday 13 December 2024 that Frasers‘ request for board representation at the company was a direct response to voting guidance issued by independent proxy advisors Glass Lewis and ISS advocating for a “against” vote on the resolutions at Boohoo’s upcoming general meeting. 

Frasers has been advocating for board seats for Mike Ashley, who holds a majority stake in the UK sportswear and fashion group, and Mike Lennon, known for his expertise in corporate restructuring. 

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The boohoo board maintained its stance against recommending Ashley or Lennon under any circumstances, due to their profound conflicts of interest stemming from their deep ties with Frasers and the latter’s previous conduct. 

However, boohoo expressed its openness to offering Frasers a board seat if it proposes a suitable nominee for the non-executive director role, explicitly excluding Ashley and Lennon. 

This is contingent upon Frasers adhering to governance commitments requested by boohoo and already consented to by Mahmud Kamani. 

Kamani, who has been given the position of independent vice-chairman, holds a 13% stake in the brand while Frasers holds 28%. 

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The latest announcement from boohoo follows Frasers’ statement in early December 2024 that its nominees would comply with all necessary protocols to mitigate governance concerns if elected to boohoo’s board. 

In November, boohoo appointed Dan Finley as CEO after Frasers proposed to install Ashley in the executive role. 

boohoo reiterated its stance against welcoming Lennon or Ashley onto the board due to their “irreconcilable conflicts of interest” linked with their association with Frasers. 

Boohoo Group chair Tim Morris stated: “The board has consistently communicated that Ashley and Lennon do not qualify as suitable candidates for board membership due to clear conflict points and their historical connections with Frasers.  

“Regardless of this, Frasers has yet to consent to several fundamental safeguards that the board insists upon should an appropriate representative be nominated. These issues are critical for the protection of all shareholders, and it is not within Frasers’ discretion to select which commitments it is willing to fulfil.”