Mears Group PLC
("Mears" or "the Company")
Planned Board Succession
Mears Group PLC (LSE: MER), the provider of support services to the Housing and Care sectors in the UK, notes, with dissatisfaction, the notice to requisition a general meeting announced yesterday (the "Requisition") and provides the following update on its planned Board succession.
In recent years the Board of Mears has been evolving steadily, reflecting the development of the Company and its key operating markets and the requirements of good corporate governance. As a result of this, four new Non-Executive Directors have been appointed since June 2017 bringing valuable relevant sector experience and knowledge to the boardroom. Moreover, last month, we became one of the first businesses in the UK to appoint an employee Director to our Board.
As part of this process of Board evolution, Mears's Chairman, Bob Holt, has indicated his intention to the Board that he does not wish to stand for re-election at the 2019 Annual General Meeting.
The Board believes the recruitment of the new Chairman should be achieved through a considered, properly structured process, conducted in accordance with good governance practice rather than be circumvented by the wishes of any one shareholder. The Board intends to keep shareholders updated on this process as it progresses.
The Requisition proposes two resolutions. Firstly, that Bob Holt be removed from the Board of Directors of the Company and, secondly, that an alternative candidate be appointed as Non-Executive Director. The Board believes that its existing Board succession plan already addresses both of these resolutions for the benefit of all Mears shareholders.
David Miles, Chief Executive of Mears Group, commented:
"The Requisition is an unnecessary disruption of a planned process of Board evolution which we have been working on continuously, and will continue to do so, in line with the Company's development. An important part of this process is the appointment of a successor to Bob Holt. However, in making this announcement today, I must record that I find this public intrusion both frustrating and insulting, especially given the significant dialogue that I have personally had with a number of shareholders in recent months. We are determined that all Board appointments should follow a proper due process and not be imposed on us by a single shareholder. We will, however, engage with our shareholders during the appointment process."
The Board of Directors intends, in accordance with section 304 of the Act, to call a general meeting within 21 days of the receipt of the Requisition, on 4 July 2018, and to provide for such meeting to be held on a date not more than 28 days after the date of the notice of such meeting.
Shareholders are advised to take no action at this time. Further announcements will be made in due course.
For further information, contact:
Mears Group PLC
Mark Court, Sophie Wills, Catriona Flint Tel: +44(0)20 7466 5000
Notes for editors
Mears employs around 12,000 people and provides services in every region of the UK. In partnership with our Housing clients, we maintain, repair and upgrade the homes of hundreds of thousands of people in communities from remote rural villages to large inner city estates. Mears has extended its activities to provide broader housing solutions to solve the challenge posed by the lack of affordable housing. Our Care teams provide support to over 15,000 people a year, enabling older and disabled people to continue living in their own homes.
We focus on long-term outcomes for people rather than short-term solutions, and invest in innovations that make a positive impact on people's quality of life and on their communities' social, economic and environmental wellbeing.