(Alliance News) - Synthomer PLC said Tuesday a significant minority of shareholders voted against the re-election of Chair Neil Johnson at the FTSE 250 chemical firm's recent annual general meeting, due to availability concerns.
Synthomer said 65% of shareholders voted to re-elect Johnson and, as a result, the company held discussions with significant shareholders who voted against him.
"The dialogue was initiated in order to better understand the reasons behind the dissenting votes," the company explained.
Following the discussions, Synthomer said the main concerns raised were over Johnson's "availability to devote sufficient time to carry out his responsibilities".
These issues arise from Johnson's chair role at two other London-listed companies: QinetiQ Group PLC and Electra Private Equity PLC.
"Whilst the board acknowledges that Neil's role as chairman of the QinetiQ board is a significant commitment which should be counted as such, this is not however considered to be the case with his chairmanship of Electra," said Synthomer.
The company believes, due to its managed wind-down, Electra requires "minimal input" from Johnson.
Sythomer added: "Accordingly, the board strongly believes that Neil is an effective chair with sufficient capacity to meet his commitments, and has no concerns over his availability to deal with company matters."
Shareholders also were concerned with Synthomer's lack of commitment to implement the Hampton-Alexander Review Recommendation - which aims to increase female representation on boards to 33% by the end of 2020.
"The board adopted its current policy on diversity in 2014 and has not recommended the setting of quotas for female or other representation," said Synthomer.
The company noted its two most recent board vacancies were filled by women, resulting in female representation of 22%.
"In order to address both the recommendation and the need for the refreshment of independent non-executive directors over the next 18 months in accordance with the provisions of the UK Corporate Governance Code, the board has decided to commit to the appointment of an additional female independent non-executive director by the end of 2020," the company said.
This will result in a short term increase in the size of Synthomer's board to 10, which is expected to reduce back to 9 in the first half of 2021.
Synthomer added: "It should be noted that the board has two long-standing male non-independent non-executive directors who are not subject to the tenure requirements of the code and who each continue to provide a highly valued contribution."
Shares in Synthomer were 0.4% lower in early trading in London on Tuesday at 300.64 pence each.
By Paul McGowan; paulmcgowan@alliancenews.com
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