The resolution is set for deliberation at an impending general meeting requisitioned by UK fashion conglomerate and Boohoo Group shareholder Frasers Group for 21 January 2025.
Boohoo’s Independent Committee, having previously communicated its stance in a circular on 11 December 2024, remains steadfast in advising shareholders to vote against the proposed resolution.
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In a fresh communication to its shareholders, Boohoo has underscored the importance of rejecting Frasers’ demand for Kamani’s removal from his directorial position within the company.
Boohoo suggests that Frasers’ insistence on Kamani’s departure is but a segment of a larger scheme aimed at undermining the fashion retailer and thwarting the board’s strategy to enhance shareholder value through a comprehensive business review initiated in October.
“The board is of the view that in pursuing this campaign, Frasers is acting solely in its own commercial self-interest,” Boohoo stated.
The committee has unanimously concurred that Kamani’s contributions as director are pivotal. His expertise and strategic advice are deemed “invaluable” by Boohoo, particularly to Dan Finley, group chief executive officer, and the broader leadership team.
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By GlobalDataKamani’s removal was among the proposals put forward by Frasers in November 2024, when the group initiated a call for a leadership revamp at the fast fashion giant after a series of disappointing financial results.
Despite this pressure, Boohoo shareholders overwhelmingly rejected Frasers’ previous proposals in mid-December, with more than 99% voting against them.
Mahmud Kamani’s position
Frasers’ recent demand for Mahmud Kamani’s removal as a director followed the board’s appointment of Tim Morris as independent non-executive chair, replacing Kamani in that capacity, while he assumed the position of executive vice chair.
This decision, announced on 21 November 2024, was a strategic response to the evolving requirements of the business, underscoring the board’s dedication to maintaining robust corporate governance standards for shareholders and recognising the pivotal role of the business review in driving and optimising shareholder value.
“Kamani is an integral part of the leadership team. His counsel, guidance and insight to Dan Finley, group chief executive officer, the rest of the board, and the wider business remains invaluable. The Independent Committee is unanimous in its view that Kamani should remain as a director of the company given his critical role in the business,” Boohoo said in a statement.
Frasers Group had not responded to Just Style’s request for comment at the time of going to press.
Boohoo and Frasers have been embroiled in a tug-of-war since Boohoo announced its business review after former CEO John Lyttle’s exit.
Frasers Group, owner of Sports Direct and House of Fraser, had sought to instate its founder Mike Ashley and Mike Lennon on Boohoo’s board.
Following the shareholders’ rejection of Ashley and Lennon’s appointments, Frasers has confirmed its intentions to nominate another candidate for the board at an appropriate juncture.
