Member Info for FED1

Aren’t M&S shareholders lucky to get Lyttle! Probably not how I would have described his tenure:

“At Boohoo, Lyttle played a significant role in leading the fast fashion giant through rapid expansion. Prior to his time at Boohoo, he spent nine years at Primark, most recently as chief operating officer, where he was instrumental in driving the retailer's global expansion,

including its successful entry into the US market back in 2015.

His background in fast fashion and global retail expansion positions him to make an impact on

M&S as it continues to evolve its clothing and home offerings. Moving forward, Lyttle could likely focus on accelerating stock turnover, streamlining the product range, and optimising store space. M&S has already expressed plans to reduce options and turn stock faster, and Lyttle's experience with fast-paced retail

will be key in driving this strategy forward.”

Https://www.retailgazette.co.uk/blog/2025/02/richard-price-ms-clothing/

I feel the lack of communication can be two things:

1) This is a repeat of September-October, when management put off until the last minute to disclose the poor results, well beyond the expected announcement date. Although technically we are not overdue, I read a study which suggests that delays in releasing results tends to be followed by poor results.

2) That the "credible plan" is somewhat a complex restructuring which involves lawyers and transactions with a third party. Mgmt wants to get its "ducks in a row".

Although my instincts and lack of confidence in mgmt suggest (1) to me, I do see two glimmers of hope (albeit I may be a fool). Firstly, if results are bad, then BoD has to announce some sort of credible plan. Secondly, Kane did buy shares.

Frasers seem to be taking it time to put forward a suitable candidate. You would think MA would know plenty of folk with retail pedigree looking for a directorship?

Any thoughts on the delay?

I feel this is ominous for a retail industry that is struggling. It said it was part of strategic review which was already announced to start last September.

I fear this indicates continued revenue pressures and mgmt being forced to right-size the cost base in order to try and at least retain margins.

I hope this credible plan is enough. I am expecting weak trends in business and lacklustre guidance.

I just looked at Umars instagram. He is certainly living the high life in Dubai.

All the while providing consultancy services to Boo worth £2m.

£2m for a WFH gig.

I’m more curious if Umar is resident in UK for tax purposes. This I got from a Google search:

“If you work full-time in Dubai, you can usually visit the UK for up to 90 days as long as you do not work for more than 30 of these days in the UK. You might become a UK resident again if you start working in the UK or buy a new home.“

If Boohoo were honest and open and said Umar is ceo of PLT, and this pay was subject to scrutiny, then this wouldn’t be an issue. I agree that the current arrangements seem shady for a publicly listed company. This is an own goal for corporate governance.

So it appears that Boohoo has engaged the consultancy services of a Dubai based company and paid £2m.

Suggests that the person leading PLT is not even tax resident in UK.

I don’t think we get RNS unless Frasers publishes open letter

He is obviously being very cautious so his lawyers may have concerns about making allegations.

Boohoo are waiting to see if Fraser’s says anything libellous.

Frasers will probably have an open letter asking for transparency, but not make an allegation. Boo will then respons.

This is probably similar to BBC. Those who are employed directly, get their salary disclosed. Those who get paid via a production company, can hide their remuneration through a loophole.

If Umar has a limited company in which he is consulting to Boohoo, then this should be on Companies House.

Bfd - I agree that someone caught sight of the invoice, and emailed it to Frasers. It is fairly common in any large organisation for disgruntled workers to leak information or trash company on internet. No doubt this is in breach of employee's contract although I am not sure where it stands in terms of criminal offense.

Arguably, Boohoo's remuneration committee are in breach of its remuneration code and this could be whistleblowing, although whistle blowing to a competitor is not the solution.

I reckon Boohoo can easily get out of this and Frasers know it. There is probably a lot of truth to the allegation, but Frasers do not have enough evidence. I guess we see Sunday.

Maybe this is just Mike Ashley blowing off steam for losing the EGM. He will calm down and revert to more conventional means of engagement (i.e., put up a board member). To be honest, I would prefer it if Frasers director was chair of the remuneration committee.

Maybe this is a precursor to a Fraser bid?

It sounds as if Frasers were writing to Boohoo about this issue requesting disclosure beforehand. I wouldn’t be surprised if there was a monthly consultancy invoice to Umar for £200k. However, we don’t know details. Maybe Umar put through 3-6 months of expenses including business travel etc?

I sense Boo can wriggle out of this and MA will be reluctant to do an open letter.

Ultimately, what matters is getting the business back to growth. It is still above 2020 levels in terms of revenues and the nice of revenue decline is moderating. I am not hopeful for H1 and still expect c10% sales decline and limp guidance for H2 (better than H1). Mgmt will be forced to do a corporate action to change narrative. Maybe franchising Karen Middleton or similar. In FY26, hopefully we return to growth and share price can recover.

The has most likely been leaked by a disgruntled middle-manager. The same one(s) that probably leaked to Sunday papers about the Turkey summer retreat whilst the house was on fire!

I have to agree, that this is probably set for a Sunday article and RNS will follow 7am Monday.

I wouldn’t be surprised if RevB delisted now.

Read page 3: Duties (of Remuneration Committee)

https://www.boohooplc.com/sites/boohoo-corp/files/all-documents/Aim-admission/remuneration-committee-25-february-2022.pdf

The Committee shall:

- have responsibility for setting the remuneration policy for all executive directors and the

chairman of the Company, including pension rights and compensation payments. The Board

itself or, where required by the Company's articles of association, the shareholders, should

determine the remuneration of the non-executive directors within the limits set in the articles

of association. No director or senior manager shall be involved in any decisions as to their

own remuneration;

-recognise and avoid conflicts of interest where directors of the Company or its management

are involved in advising the Committee;

-recommend and monitor the level and structure of remuneration for senior management;

in determining such policy, take into account all factors which it deems necessary, including

relevant legal and regulatory requirements, the provisions and recommendations of the Code

and associated guidance. The objective of such policy shall be to attract, retain and motivate

executive management of the quality required to run the Company successfully without

paying more than is necessary, having regard to views of shareholders and other

stakeholders. The remuneration policy should have regard to the risk appetite of the

Company and alignment to the Company's long term strategic goals. A significant proportion

of remuneration should be structured so as to link rewards to corporate and individual

performance and designed to promote the long-term success of the Company;

-when setting remuneration policy for directors, review and have regard to pay and

employment conditions across the Group, especially when determining annual salary

increases;

Another gold star for the independent remuneration committee please for representing minority shareholder interests

To clarify, I said sw-@n-ky

lol

i share the frustration of many investors on this board who voted for change.

i think culturally, our uk investment peers (i.e., institutional investors, shareholder proxy advisers), are impotent. they find activist investors such as mike ashley and saba capital as uncouth opportunists. any idea of a boardroom tussle is unpalatable and the dignified thing to do is to keep the status-quo, even when unquestionable corporate governance is apparent. this is why we do not have any strong activists on our shareholder registers. just a bunch of institutional snobs (fund managers) who think a quiet word in a s****y city office meeting room constitutes management engagement.

they think fulfilling their fiduciary duty under the stewardship code is for someone from the esg department to ask management what their net zero plan is.

the reality is, the patsies are our institutional investors, iss and glass. they are more concerned about whether chinese labour practises in the supply chain or the impact of fast fashion on carbon emissions, whilst they get robbed blind. our fund managers who are meant to lead the way for us retail investors have the moral courage of a turnip.