Aegis postpones AGM as it squares up for board battle with Bollore

LONDON - Aegis Group is to battle its largest shareholder after it decided today that it will not support the two nominations to its board made by Havas chairman Vincent Bollore.

It has delayed its AGM and told shareholders not to support Bollore's attempt to get seats on te board, which it says represents a 'fundamental conflict of interest'.

The Aegis board said after a meeting to discuss Philippe Germond and Roger Hatchuel, the two nominations made by Bollore, that it will not support them. It has duly delayed its May 24 AGM by three weeks until June 14 to give its shareholders time to consider the issue.

Aegis said: "The board has determined that it will not support the proposed nominations. However, it believes that all Aegis shareholders should be given the opportunity to express their views and will therefore put forward resolutions for shareholders to vote on at the forthcoming annual general meeting.

"Given the company has only just received these nominations, the board believes that shareholders should be given adequate time to consider and vote on all resolutions, including the additional resolutions to discuss the nominations put forward by Groupe Bollore."

News of Bollore's nominations emerged this morning. It now looks as if Bollore, who owns 27.56% of Aegis, will move on the company, possibly in concert with WPP Group chief executive Sir Martin Sorrell, numbering the days that Robert Lerwill, the Aegis chief executive, will be in charge.

In a defiant statement, the Aegis board described Bollore's nominations as a fundamental conflict of interest, saying: "The board believes that Groupe Bollore's proposal represents fundamental conflicts of interest: Vincent Bollore holds the chairmanship of and owns a substantial interest in Havas -- a major direct competitor of Aegis -- and Groupe Bollore.

"Accordingly, the board believes it is not possible for any director appointee proposed by Groupe Bollore to be deemed sufficiently independent to act in the interest of all Aegis shareholders."

The emerging boardroom battle echoes very clearly that of Havas. Alain de Pouzilhac, the then Havas chief executive, went up against Bollore and lost.

Lord Sharman, chairman of Aegis, urged shareholders to reject the Bollore nominations because of his control of Havas.

"As a board, our primary duty is to create value for all our shareholders and that is what we will continue to do. Having considered the proposal from Groupe Bollore, the board of Aegis does not believe that these appointments would be in the best interests of all shareholders. Groupe Bollore is a significant shareholder with management control of a direct competitor. We are postponing the AGM to give shareholders the opportunity to form their own view but recommend that Aegis shareholders roundly reject the nominations put forward by Groupe Bollore."

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