The Board* of Mitchells & Butlers plc received a proposal from Piedmont Inc. on 24 January 2010. Piedmont Inc.'s position seems not to have changed in any substantive respect from that previously stated.
It is understood that Piedmont Inc. will vote against the reappointment of both Tony Bates and Simon Laffin at the AGM. On this basis the anticipated outcome continues to be that a majority of the Board would be nominated by Piedmont Inc., as would the Chairman.
The Board reaffirms that its overriding aim in this matter is to ensure that the interests of all shareholders are treated fairly and equitably and that no individual shareholder, or bloc of shareholders, has excessive influence over Board composition or decisions. The Board concluded that it could not guarantee this would be the case if both the Chairman and more than half of its total numbers were nominated by one shareholder or group of shareholders. Therefore the Board cannot recommend Piedmont Inc.'s proposal.
This is a critical issue for the future governance of this Company, as reaffirmed by the Association of British Insurers putting its advice to members onto a 'Red Top' status last week. The Board is highly appreciative of the continued support of its institutional shareholders, and looks forward to hearing the views of many of its 70,000 private shareholders at the AGM on Thursday. In the mean time the Board remains ready to listen to any meaningful compromise which protects the interests of all shareholders.
*It is noted that reference to the Board in this statement does not include Ron Robson who did not participate in the discussion given his position as Piedmont Inc's nominated representative.
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