Activist investor ousts F&C Asset Management chairman and director after bitter EGM fight

Corporate governance and sustainability specialist loses shareholder support for board control.

Activist investor Edward Bramson’s, Sherborne Investors, has succeeded in ousting Nick MacAndrew, chairman at F&C Asset Management, and Brian Larcombe a director at the firm, following a bitter fight for control of the fund manager, one of the best-known names in corporate governance and sustainable investment. Over 60% of shareholders voted for their removal. At an emergency general meeting of F&C shareholders today in London, Bramson succeeded in getting himself and Ian Brindle PricewaterhouseCoopers’ former UK chairman and Derham O’Neill, a former Clifford Chance partner named as Directors of F&C. AIM-listed, Sherborne launched its attack on F&C last month after building a 17.5% stake in the firm. It argued that F&C had underperformed a peer group of fund managers including Aberdeen Asset Management, Henderson Group and Schroders. Sherborne was backed by Aviva, the insurance group, whose Aviva Investors arm is a prominent responsible investor. As part of its defence, F&C which runs £108bn in assets, questionedwhether Sherborne Investors would understand one of F&C’s major business lines to provide governance services to institutional investors. F&C is a signatory to the United Nations Principles for Responsible Investment and is known for its engagement and voting activities, with an 18-strong Governance & Sustainable Investment team. Clients of its responsible engagement overlay (REO) service include major pension fund investors such as PGGM, PensionDanmark and Mn Services. Proxy voting agencies, US-based Glass Lewis and PIRC, the UK advisor, both advised shareholders to vote against the Sherborne action. Nick MacAndrew, former Chairman of F&C, said: “The Board has been re-constituted in line with the wishes of the majority of shareholders. It is time for putting differences of opinion and judgment aside, for building bridges and most particularly for remembering that what matters most are the best interests of F&C, its shareholders, its staff and its other stakeholders.”
Link to EGM results