Another day, another shareholder expressing either support or criticism amid the continuing saga revolving around the future of R&Q Insurance Holdings executive chair William Spiegel.
“Slater Investments, which holds 11.73% of the outstanding ordinary shares in R&Q Insurance Holdings Ltd, does not intend to support the resolutions and will vote against them at the special general meeting requisitioned by Phoenix Asset Management Partners Limited,” declared Slater Investments, referring to resolutions put forward by Phoenix.
As previously reported, the London-based fund management company is calling for a general meeting at which it will propose Spiegel’s departure from the board and Ken Randall’s return following the latter’s exit last year.
In an open letter to R&Q shareholders earlier this month, Phoenix asserted: “William Spiegel is not the right person to be leading the company. We have confidence and trust in Ken Randall, the company’s founder and former executive chairman. We seek his reappointment to the board as an executive director.
“We also believe that the board should be led by an independent non-executive chair, and we believe that the majority of shareholders share that view.”
Phoenix has since gained the backing of Brickell PC Insurance Holdings, which already signified its intention to vote in favour of ousting Spiegel over concerns about R&Q’s supposed “significant deterioration” under the current set-up.
Meanwhile the view of Slater Investments is shared by the likes of Vida Capital, which last week opposed any drastic move in relation to R&Q’s leadership and strategy.
As for R&Q, the non-life insurance group previously issued this statement: “The board is respectful of Ken Randall as a founder of the business.
“However, the board considers that these proposals by Phoenix would run counter to the wishes of shareholders as a whole (as shown at the recent annual general meeting vote), the independent governance procedures for the appointment of all board directors, the broader independence of the board, and the improvements in reporting, transparency, governance, finance, capital, operations, and risk management that have been undertaken since William’s appointment in April 2021…”
R&Q’s board believes the proposals would not be in shareholders’ best interests. However, while the company does not wish to let Spiegel go in his capacity as a director, R&Q agrees that a non-executive chair should be installed.
“Following an extensive review in the second half of 2021,” noted R&Q, “the board had intended to take certain actions in line with corporate governance best practice including the appointment of a new independent non-executive chairman and an additional independent non-executive director.
“This process was delayed initially by the Brickell offer and more recently by the discussions we have had with Phoenix in relation to [its] proposals. The board will now proceed with these arrangements as soon as possible.”
On Monday, R&Q announced the appointment of Robert Legget as senior independent director effective August 26. Current senior independent director Alastair Campbell, meanwhile, will stay on as an independent director prior to his planned retirement at the end of January next year.
“[Legget’s] appointment forms part of R&Q’s ongoing, and previously announced, plans to enhance its board composition,” said R&Q. “The board plans to introduce an independent non-executive chairman as soon as possible with the appointment of further independent directors in due course.”
Commenting on the development, Slater Investments added: “We are delighted that Robert Legget has been appointed as senior non-executive director. We have the highest regard for Robert having worked with him previously. We also note the intention to appoint a new non-executive chair. We believe that their appointments are the best way to address the governance of the business.”
According to Spiegel, appointing Legget will improve the mix of opinion, expertise, and perspective available to the board at R&Q.
