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Treatt's Board Calls to Re-elect Chairman After Reappointment Miss

Posted: February 28, 2013

Treatt PLC’s board has issued an official call for an extraordinary general meeting and has unanimously voted to re-elect Tim Jones as the board's chairman and director after a resolution to reappoint him failed by a slight margin during the annual general meeting on Monday.

"The board unanimously voted to re-elect Tim so that he can continue to support and encourage the company's growth strategy. We hope that shareholders will support his re-election as chairman," said Daemmon Reeve, Treatt's group CEO.

The board said it will send formal notice convening an extraordinary general meeting and a circular to shareholders in the near future with more details on why the reappointment of Jones should be approved.

An extraordinary general meeting, or EGM, is typically a meeting that requires the input of the entire membership and is called after an issue arises that can’t be put on hold until the next annual general meeting. In an extraordinary circumstance, there was a very small margin of 3,533 votes (0.03%) by which the resolution to reappoint Jones failed to achieve a majority. According to data from the general meeting, Jones had 2,983,465 votes (49.97%) in favor of his re-election and 2,986,998 (50.03%) against. Of the shares voted against the re-appointment of Jones, it said 2,972,991 shares are owned by Hugo Bovill, the former CEO of the company, his brother Giles Bovill, as well as their family trusts and certain members of their families (the Bovill family). Although 41.61% of shareholders didn't vote. The total number of voting rights at the date of the meeting was 10,224,726. 

In accordance with the board's earlier January 18 announcement, Peter Thorburn officially retired at the conclusion of the annual general meeting. Jeff Iliffe was appointed as a non-executive director. Ian Neil was named senior independent director.

In a statement, the board inferred that many shareholders may have believed that, as is normal, all the annual general meeting resolutions would be approved and there was no particular importance as to whether they did or didn’t vote. The board also believes that a number of shareholders who didn’t vote, either in person or by proxy, may have wished to vote if they had been aware of the significance of the resolution of the composition of the board.

Further, the board stated that after careful consideration and taking into account that a very large number of shareholders didn’t vote on the resolutions, the board (other than Jones who the board said wasn’t present during the discussion) using the powers under the company's articles of association, unanimously reappointed Jones as a non-executive director and chairman.

It added that it will, in the near future, send out a notice of an extraordinary general meeting of the company at which it will propose a resolution to approve the appointment. The extraordinary general meeting will allow shareholders who may not have voted at the annual general meeting to vote on this resolution.

This issue comes at a key time for Treatt. As reported in the company’s fiscal 2012 results, the board said it carried out a thorough review of the business under Reeve's leadership and has approved a new strategy of using a targeted sales plan (supported by market-led research and development) that's combined with tight overhead control to deliver efficiencies throughout the group. The board says its encouraged by early signs of this new strategy as well as the strong engagement of employees at all levels. 

To that end, Treatt, in issuing a first-quarter interim management statement, recently said it’s on track to meet expectations for the fiscal year ending Sept. 30, 2013.

R.C. Treatt, the group’s U.K.-based operation which services the global market, has had a better first quarter than in the previous fiscal year, and is continuing to perform satisfactorily into the second quarter with order books up by more than 10% year-on-year despite significantly lower orange oil prices, a key commodity for the group, the company said. 

Treatt USA is now moving into its seasonally busy period with, similarly, order books well up on last year. Meanwhile, Earthoil, which is a cosmetics ingredients division specializing in organic and fair trade, has had an “encouraging start to the financial year” but remains a relatively small proportion of overall group performance, the company added.