Integrafin has stuck by its founder and largest shareholder Michael Howard after almost half of its investors voted against his re-election to the board.
The shareholder revolt happened at the company’s AGM in March but Integrafin, which owns investment platform Transact, has only just provided a full update to markets as required by the UK corporate governance code for any resolution that receives more than 20% against it.
Howard, who founded Integrafin in 1999 and is its largest shareholder with a 7.8% stake, received 49.8% votes against his reappointment. Blackrock and Liontrust are the next largest shareholders, with 6.7% and 5.5% respectively, followed by Transact co-founder Ian Taylor, who holds a 3.9% stake.
Additionally, 38.15% of votes went against chairman Richard Cranfield and 33.21% went against non-executive director Neil Holden.
In an update published on Tuesday morning, Integrafin revealed the outcome of its consultation with unhappy shareholders and said it would be sticking by Howard.
Shareholders had been dissatisfied with his attendance record but Integrafin attributed this to the fact he is based in Australia and local travel restrictions made it unfeasible to attend board meetings in person. The board said it had now adjusted its meeting schedule so Howard could attend remotely from Australia. His attendance has been 100% since that change, the regulatory filing said.
Integrafin board failed to meet diversity targets
Board composition was behind shareholder votes against the remaining directors, the RNS said.
In particular, the board was failing to meet gender and diversity targets as set by the Hampton-Alexander and Parker Reviews, the tenure of existing directors was too long and the company offered inadequate ESG disclosure and lacked board level oversight for ESG.
Integrafin pointed to its announcement in September that it had appointed Rita Dhut as non-executive director and that Holden would be stepping down with immediate effect. Additionally, existing non-executive director Victoria Cochrane, who joined Integrafin’s board in 2018, would take on specific responsibility for ESG oversight.
Before Dhut’s appointment only two out of the nine members of the board had been women.
Integrafin said it will continue to engage with shareholders and will provide a final update in the 2021 annual report.
See also: Baillie Gifford trust adds two female directors after shareholder dissent
