Debenhams Group (aka Boohoo Group) has appointed Tom Handley as a non-executive director with immediate effect. He joins as non-exec Alistair McGeorge stepped down from the board.
Debenhams
Handley will also serve on the retailer’s audit and risk, remuneration, and nomination committees. Currently a director at Provenio Law, he was previously chief executive of Exchange Chambers for 28 years.
McGeorge, who joined the board in March 2023, had been senior independent director and independent non-executive director. He also served as deputy chairman until November 2024.
Following his departure, non-executive director John Goold will take on the role of senior independent director.
Tim Morris, non-executive chair, said: “ [Handley’s] governance expertise will be a great asset to the board and the business as it continues to develop and grow. We are looking forward to working with him”.
Dan Finley, chief executive of Debenhams Group, added: “We look forward to benefiting from his considerable expertise”.
Debenham’s current board changes could have been even wider had the leadership team not survived an earlier vote of no confidence by major shareholder Frasers Group.
Frasers, which owns around 29.7% of shares in Boohoo – now rebranded operationally as Debenhams Group – voted against the re-election of founder Mahmud Kamani, chairman Tim Morris, CEO Dan Finley, CFO Phil Ellis and non-executive director John Goold.
However, Debenhams said around 98% of other shareholders had voted in favour of their re-election, which saw each resolution passed by 61% or 62%.
And despite two advisory groups urging that shareholders vote against the directors’ remuneration report for the year ended 28 February, that was also passed with 57% of shareholders voting in favour.
Institutional Shareholder Services (ISS) had warned that Boohoo had not confirmed whether a bonus worth over £2 million in cash and shares for CEO Finley was granted on a like-for-like basis for forfeited awards in his previous position, and also said it was concerned over other bonuses for executive directors.
Glass Lewis also warned that there was a lack of performance-related hurdles to bonuses at the firm, saying it was “generally sceptical of any type of extra bonus that rewards individuals for actions that we view as intrinsic to an executive’s duties, such as negotiating sales and acquisitions”.
Frasers however managed to defeat other resolutions — dis-application of pre-emption rights (general and financing) as well as purchase of own shares.
