Reabold’s website states that “The Directors of the Company have formally applied the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”)”. Despite this, there are some corporate governance issues that are clearly not in the best interests of Shareholders that requires immediate attention to resolve. These have been highlighted as follows:
ISS Proxy Report June 2022
- In relation to the extension of the existing share option held by Sachin Oza, Stephen Williams and Anthony Samaha, ISS stated that “the extension of expiry dates allows the Directors to benefit on the exercise of options that would have otherwise remain at potential risk of being underwater. This is not deemed in line with best practice”
- Additionally long-term incentive awards granted to FD Anthony Samaha are not subject to performance conditions and feature a vesting period of less than three years.
- An abstention on the re-election of Jeremy Edelman is warranted as “potential independence issues has been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size”;
- Other items flagged as not best governance practice include; the senior non-executive director is not considered to be independent, the Audit Committee is not considered fully independent, the Remuneration Committee is not considered fully independent and the Board has not yet created a Nominations Committee. The Requisitioning Shareholders are concerned by the clear absence of good governance practices and the benefits it brings
Glass Lewis Proxy Report June 2022
- Recommended against the re-election of Chairman Jeremy Edelman
- Furthermore it was noted that “shareholders should be mindful of the lack of gender diversity on the board”. We are seeking to address this with our Proposed Board