NAPF backs Aegis board in battle against Bolloré
Tuesday 06 June 2006
Aegis, the media group being stalked by Vincent Bolloré, has won strong backing from a leading shareholder organisation to keep the Frenchman's representatives off its board.
The National Association of Pension Funds has agreed with the company that M. Bolloré's two nominees, Roger Hatchuel and Philippe Germond, have a "conflict of interest".
M. Bolloré built up a 29 per cent stake in Aegis through his Groupe Bolloré vehicle and then shocked the company by nominating two new candidates for the board just a week before the original date for the annual meeting in May.
Aegis postponed the AGM until 14 June to give shareholders time to consider the issue.
M. Bolloré has a 25 per cent shareholding in a French media company, Havas, which he also chairs. That creates the conflict, according to Aegis. Both Havas and Aegis have media buying businesses, which advise companies on how to spend their advertising money.
Aegis, in a letter to shareholders late last month, admitted that M. Bolloré made an informal proposal to the company to merge it partially or fully with Havas. It made clear the danger of M. Bolloré gaining control over Aegis "on the cheap".
The NAPF, acting through its voting advisory service RREV, also concluded that a "divided board is not conducive to shareholders' interests in general" and that "under the current board's stewardship, Aegis has significantly outperformed the sector over the past five years".
RREV added in its advice to shareholders: "Having engaged with Groupe Bolloré regarding the conflict of interest, we feel the issue remains the crux of the argument for recommending a vote against the individuals' election to the board. Whilst we recognise that shareholders may wish to be represented on the board ... in this case RREV considers the conflict of interest that arises due to Vincent Bolloré's interest in Havas to be a decisive issue.
"We recognise Groupe Bolloré may wish to have access to the board but we believe that with a shareholding of approximately 29 per cent it should be in a position to request full and regular dialogue with the current board."
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