Expert Corporate Governance Service (ECGS)
EUR 508.94 For Business Accounts Only

Etude l' AG du 06/09/2017

The only female member of the Board, Claire Jenkins, resigned on 4 May 2017. The Company states: "With the aim of restoring a balance of female representation on our Board, we are actively seeking applications from potential female Non-Executive Directors."
FRC Investigation: 28 November 2016, the Financial Reporting Council (FRC) has commenced an investigation into retailer Sports Direct’s accounts following reports earlier this year that there was an arrangement between Sports Direct and Barlin Delivery which was not disclosed as a related party in the company’s 2016 financial statements. Barlin Delivery is managed by John Ashley, brother of Sports Direct founder, chief executive, and majority shareholder, Mike Ashley.
Profit Warning: 8 December 2016, the Company announced in its half year report that FY17 H1 Underlying EBITDA was down 33.5% to £145.3m as a result of the devaluation of GBP and subsequent deterioration in the Group's gross margin, and the requirement to increase the Group's inventory provisions and onerous lease provisions over the period.
Underlying PBT was down 57.0% to £71.6m, and was further impacted by an increase in the depreciation charge as a result of a change in capitalisation threshold, a reduction in the useful life of certain assets, and the depreciation related to the Company's strategic property investment to elevate the sports retail business.
Item 1: Approve the Annual Report. The Company has not provided all of the recommended governance disclosures and has failed to adhere to the comply or explain basis in its reporting.  They have identified points of non-compliance without providing an explanation.  There is no independent verification of the Company's ESG reporting.  Our research partners have given them a sustainability disclosure grade of "E".
Item 2: Approve the Remuneration Report. The CEO's remuneration comes entirely through his controlling stake in the Company.  It is not considered best practice for the CEO to have no remuneration at all.  He should at least receive a base salary.
The remuneration structure prevents other shareholders from measuring the alignment of the CEO's interests with specific aspects of company strategy or measures of performance other than share price.
Item 3: Re-elect the Chairman.
Under Listing Rule 9.2.2.F, when a resolution to re-elect an independent director is not passed by both: (i) a majority of the independent shareholders who vote (in this case, the independent shareholders comprise all shareholders in the Company other than Mike Ashley and his concert parties); and (ii) a majority of all shareholders who vote (including Mike Ashley and his concert parties), the Company may put the matter to a second vote of all shareholders, to be held between 90 and 120 days after the AGM.
At the last AGM, Hellawell received a dissent of 57.40% from independent votes.  Following further discussions with independent shareholders’ representatives, the Company decided to hold a second vote on the re-election of Dr Hellawell as a director. At the GM dated 5 Jan 2017, Hellawell received an against vote of 53.96% from independent votes.  However, support from Mike Ashley’s controlling stake in the Company means that Hellawell remains a director.
Opposition by independent shareholders to Hellawell arises due to the governance failures and other concerns at the Company during his leadership.  In January, Hellawell stated that he would step down if not supported by independent shareholders at this AGM.
ECGS has serious concerns about Mr. Hellawell's fulfillment of the Chairman's duties and responsabilites.

Sports Direct International

Sports Direct International is a sporting goods retailer operating in the U.K., Europe, the U.S. and Asia. Co. operates in four segments: U.K. Sports Retail, which includes the U.K. retail network of sports stores along with related websites; International Sports Retail, which includes the international retail network of sports stores; Brands, which includes Co.'s portfolio of brands such as Everlast, Lonsdale and Slazenger; and Premium Lifestyle, which includes the premium and lifestyle retail businesses such as USC, Cruise and Flannels. As of Apr 30 2017, Co.'s U.K. sports store portfolio had a total of 468 stores and its international sports store portfolio had a total of 289 stores.


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