LONDON (ShareCast) - (Sharecast News) - Boohoo Group has reiterated its call to shareholders to vote against moves by Mike Ashley's Frasers Group to overhaul the board, including ousting co-founder Mahmud Kamani.
Retail tycoon Ashley has long been heavily critical of the fast fashion brand, which has seen sales slide as returns and costs mount.

He believes the business has been "mismanaged" and called last year's £222m refinancing a "catastrophe".

After moves to be installed as chief executive were rebuffed, Ashley sought election to the board along with Mike Lennon, a restructuring specialist. Shareholders voted against both appointments at a general meeting just before Christmas.

But Frasers - Boohoo's biggest investor, with a 27% stake - is still agitating for change, and shareholders will vote later this month on the latest resolution put forward by Frasers, to remove Kamani as a director.

Under-fire Kamani stepped down as chair in November. He was made executive vice-chair, while Tim Morris was named independent chair.

But Frasers wants Kamani to quit the board altogether, claiming "his title might have changed but his grip on the company has not". Ashley blames Kamani for many of Boohoo's issues, calling him "egotistical".

In a letter sent to shareholders on Thursday, however, Boohoo reiterated its belief that investors should vote against the resolution.

It cited proxy advisor Institutional Shareholder Services and the company's own independent committee, both of which have recommended voting against the proposal. ISS believes a board change "is not warranted".

Boohoo said the resolution was part of an "ongoing campaign" by Frasers which "appears designed to destabilise Boohoo and disrupt the board's plans to unlock and maximise shareholder value".

"The board is of the view that in pursuing this campaign, Frasers is acting solely in its own commercial self-interest," it said.

It called Kamani an "integral part" of the leadership team, adding: "His counsel, guidance and insight to Dan Finley, chief executive, the rest of the board and wider business remains invaluable."

Shareholders will vote on the resolution on 21 January.

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