Business
Statement re The Importance Of Being Frank
Statement re The Importance Of Being Frank.
About this update from J D Wetherspoon Plc
[{"type":"text","content":"\n \n \n \n RNS Number : 9537T\n Wetherspoon (JD) PLC\n 30 November 2021\n \n \n \n \n 30 November 2021\n \n \n J D WETHERSPOON PLC \n \n \n The Importance of Being Frank\n \n \n In a recent press release (Appendix 1), Wetherspoon said that some investors and corporate governance advisers, including the fund manager Fidelity, were adopting a box-ticking approach to corporate governance, and were not adhering themselves to the rules they required of investees.\n \n \n \n \n \n \n \n \n In particular, Wetherspoon said that one Fidelity company, which owned shares in Wetherspoon, had voted against two of Wetherspoon's non-executive directors (NEDs) on the basis that they had exceeded the 'nine-year rule'.\n \n \n \n \n \n However, the UK corporate governance code emphasises the importance of 'comply or explain', so that individual company circumstances can be taken into account. \n \n \n \n \n \n Wetherspoon has fully explained the importance of experienced NEDs and the dangers inherent in the nine-year rule.\n \n \n \n \n \n One major Fidelity company, Fidelity Investments, a Wetherspoon shareholder, with over $4 trillion of funds under management, does not appear to adhere to the nine-year rule itself.\n \n \n \n \n \n Another Fidelity company, Fidelity International, is also a Wetherspoon shareholder. It voted against the re-election of two Wetherspoon NEDs.\n \n \n \n \n \n \n \n \n Fidelity International has defended its position in the Telegraph (Appendix 2), where a spokesman stated that \"a majority of the Fidelity International Limited board members joined the board within the past nine years\".\n \n \n \n \n \n However, it is impossible to verify the length of service of Fidelity International's board members, because this information does not appear to be available on their website.\n \n \n \n \n \n \n \n \n Nor does there appear to be any statement of policy in the public documents about adherence to a nine-year rule.\n \n \n \n \n \n \n \n \n In addition, the statement that \"a majority of the Fidelity International Limited board members joined the board within the past nine years\" does not infer compliance with the UK code, since the code requires a majority of independent non-executive directors - not that a majority of \"board membe...