Sports Direct chairman survives shareholder revolt

Keith Hellawell faces continued criticism over his tenure at Sports Direct

Sports Direct chairman Keith Hellawell has survived a revolt by independent shareholders to remain in his post.

Although almost 54% of independent shareholders voted against his re-appointment, Mr Hellawell was backed by founder and chief executive Mike Ashley, who owns 55% of the company.

The total vote was 80.9% in favour.

Independent investors were being urged to vote against his re-election because of a "catalogue of governance and operational failures" under his watch.

Under fire

Following the vote, Mr Ashley said in a statement: "Keith has my full backing and will be continuing in his role on the basis that he has the unanimous support of the board.

"I note that many of those who voted against Keith have acknowledged that we have made positive progress since the AGM."

The company has been under fire during the past 18 months over conditions for its workers and governance issues.

The advisory group Institutional Shareholder Services (ISS) is one group that recommended investors vote against Mr Hellawell's reappointment.

"As chairman, Keith Hellawell has overseen a period of serious operational, governance, and risk oversight concerns which have materially affected the company's outlook and damaged shareholder value," the ISS said in a report.

Sports Direct and founder Mike Ashley have faced media and parliamentary scrutiny in the past year

At the company's September 2016 annual general meeting, more than half of the independent shareholders voted against Mr Hellawell. This came after media reports and a parliamentary committee had lambasted the company over conditions for people working at the company's main warehouse and over corporate governance.

Mr Hellawell, a former police chief constable and government drugs adviser, offered to resign but was persuaded to stay "in order to assist with making further improvements".

New rules to empower shareholders mean Mr Hellawell was obliged to face a second vote before being confirmed in the chairman's role. That vote took place at Thursday's specially convened meeting.

The 74-year-old, who has been Sports Direct chairman since 2009, said he would step down at the 2017 AGM if he had failed to win over shareholders' approval by then.

'Change required'

Paul Lee, head of corporate governance at Aberdeen Asset Management, who opposed Mr Hellawell's re-election, said: "The real test will come at the AGM, when Mr Hellawell has said he will step down if he does not receive the support of the majority of independent shareholders.

"Poor governance and oversight has dogged the company for far too long and more change is required. We welcome the board's recognition of this but words must now be matched with deeds."

Ahead of the vote, Sarah Wilson, chief executive of Manifest, the proxy voting agency, said that Mr Hellawell should go.

She told the BBC that the company had lurched from one issue to another and that independent scrutiny was missing.

"Sports Direct plc is not Mike Ashley," she said. "It's a separate independent body that has a life of its own and the company itself needs to be protected."

Independent inquiry

However, another leading investor advisory service, Glass Lewis, had recommended that investors vote for Mr Hellawell's reappointment because of "the need for continuity in the leadership of the board, particularly in this period of flux" and pointed to some positive steps that had been taken at the firm.

Over the past year Sports Direct has faced a barrage of criticism over its financial performance, corporate governance and conditions for workers at its warehouse in Shirebrook, Derbyshire.

A report by the House of Commons Business, Innovation and Skills committee said employees of the company were "not treated as humans".

Since then, the company has promised an independent inquiry and to undertake significant reforms, including offering compensation to workers who had been underpaid.

Several senior employees have left the company. Dave Forsey stepped down as chief executive and was replaced by Mr Ashley. Veteran banker David Brayshaw was recruited as an independent director.

However, the company has provoked further criticism by ordering a £40m corporate jet and over business relationships involving members of Mr Ashley's family.