Aryzta's has said that its Board still proposes the election of Andreas G. Schmid as member and Chair of the Board of Directors, despite opposition from activist shareholders on Thursday, 13 August.
Veraison Capital and Spanish activist partner Cobas, which control nearly 38% of Aryzta based on Refinitiv data, have been critical of the foodmaker's strategy and are now pushing back against Schmid's proposed appointment.
'Andreas G. Schmid has established an impressive track record of delivering against turnaround situations, proven public company and chairmanship experience, and is one of Switzerland’s most distinguished business leaders,' Aryzta said in a statement.
'Current circumstances necessitate a proven business leader with extensive expertise of Board leadership, within complex, multi-national, publicly-listed companies of scale,' it added. 'The Board believes Andreas G. Schmid’s highly effective Board leadership is in the best interests of Aryzta and all its stakeholders.'
In addition, the Swiss frozen baked goods maker said that the Board proposes the election of Jim Leighton, Tim Lodge and Andreas G. Schmid as members of the Remuneration Committee following the resignations of Gary McGann, Dan Flinter and Rolf Watter from the Board of Directors and the Remuneration Committee.
Shareholder Group’s Candidates
Aryzta said that the Board would support two of the Shareholder Group’s candidates provided they have suitable qualifications and experience and observe a nominations process, which is fully consistent with internationally recognised standards and good governance practice.
'The nominations process is rooted in a desire to appoint Board members who will provide the most independent and effective leadership for Aryzta,' the company said.
'To date, the Shareholder Group has refused to submit any of its candidates for evaluation through either an established or modified nominations process. Therefore, the Board cannot support any of the candidates proposed by the Shareholder Group,' it added.
In the statement, Aryzta said that the Board rejects the proposal to remove Kevin Toland as a member of the Board.
The Board also rejects the proposal to remove Annette Flynn as a member of the Board.