Update on Significant Vote Against
FOR IMMEDIATE RELEASE
16 January 2020
Studio Retail Group plc
Update on Substantial Vote Against
On 25th July 2019, as part of its 2019 Result of Annual General Meeting announcement, the Board expressed its disappointment that the Company's largest shareholder, Frasers Group plc (previously Sports Direct International PLC) ("Frasers Group"), had voted their shareholding of 31,850,000 shares (36.85% of the Company's issued share capital) against the re-appointment of Mr Caldwell, CFO of the Company. The resolution was nevertheless passed with, 58.06% voting in favour of the resolution and with only 2,059 shares voting against in addition to Frasers Group.
Representatives from Frasers Group had made contact with the Company in advance of voting and it was the Board's understanding that they had concerns regarding the Company's accounting policies, and in particular, the treatment of Frasers Group as a related party in the Company's 2019 Statutory Accounts and its inventory and depreciation policies. The Audit Committee had reviewed these areas as part of the 2019 annual audit process and fully agreed with the accounting and reporting positions taken in each case, as did the entire Studio Board. The Company's auditors, KPMG LLP, signed an unqualified opinion on 4 June 2019. The Board stated that it continued to have full confidence in Mr Caldwell, who continued as our CFO.
Since that announcement, the Company has engaged with representatives from Frasers Group to understand their concerns more fully and have exchanged views on the relevant issues. During the review of the Company's Interim Report in December 2019, the Audit Committee again reviewed the Company's accounting policies and the judgements made in applying those policies in recent years as well as the recommendations from Frasers Group. The Board remains fully supportive of the existing policies and judgements in the context of the Company's business model and activities and continues to have full confidence in Mr Caldwell. The Board will continue to engage with Frasers Group on these points as required and will set out further details of any such dialogue in the 2020 annual report and accounts.
This announcement is in satisfaction of the Company's obligation under the UK Corporate Governance Code to provide an update within 6 months of the Annual General Meeting on the views received from shareholders and the actions taken by the Board in response to the significant vote (defined as 20% or more) against the resolution to re-appoint Mr Caldwell.
Studio Retail Group plc
Ian Burke, Group Chairman
Phil Maudsley, Group CEO
Stuart Caldwell, Group CFO
0161 303 3465
020 7353 4200
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