Business
Annual General Meeting
Annual General Meeting.
About this update from Mitchells & Butlers Plc
[{"type":"text","content":"\n RNS Number : 7356F Mitchells & Butlers PLC 18 January 2010 \n \nMitchells & Butlers plc (the 'Company')\nAnnual General Meeting\n\nThe Association of British Insurers ('ABI') wrote to the Company last week on behalf of its members in their capacity as institutional investors. The letter stated that a compromise agreement with Piedmont Inc. would be acceptable, even though it would mean the Company sacrificing some key governance principles. The letter added that a benchmark for such a compromise could be the arrangement proposed by the Board previously which is set out below. The letter made clear that the interests of all parties should be respected and that there should be the safeguards in place to protect all shareholders, as envisaged in the Board compromise. The Mitchells & Butlers Board welcomes this statement. \n \nThe Board has continued to seek a compromise with Piedmont Inc. On 8 January, after lengthy discussions between our Chairman, Simon Laffin, and Piedmont's proposed Chairman, John Lovering, and further with Piedmont's advisers Lazard, the Board approved, and communicated to Lazard, a compromise offer. This suggested, inter alia, that the Board have parity between directors nominated by Piedmont and those appointed through the normal Board process, with John Lovering taking over as Chairman and Simon Laffin reverting to his previous role of Senior Independent Director. The key elements of this offer are attached to this announcement at appendix 1.\n\nThough the Board has yet to receive a formal response to this offer from Piedmont, Piedmont's advisers, Lazard, have informed the Company that it is not acceptable. The Board therefore retains its original recommendations to shareholders on how to vote at the AGM (see appendix 2).\n\nIn considering how to respond to Piedmont's proposal, the Board recognises the right of shareholders to nominate directors and, at the relevant General Meeting, to contribute to the composition of the Board. However, it does not believe it is appropriate for one 23% shareholder to nominate and appoint both the Chairman and a majority of the Board. Rather the Board must manifestl...