Specialty reinsurer Argo has criticised a recent attempt by its shareholder Voce to call a special general meeting in order to remove and replace five existing board members.
An Argo statement released this week states that its board has been been constructively engaged with Voce, and continues to encourage its participation and that of all of shareholders in board refreshment process.
This is not the first time Voce has moved to install five independent directors to Argo’s board, and follows an ongoing, messy back-and-forth between the two companies, over issues including executive compensation practices and the independence of its board of directors.
The recent departure of Chief Executive Officer Mark Watson followed news that the re/insurer had been subpoenaed by The US Securities and Exchange Commission over compensation practices for its executives.
Now, Argo’s board strongly believes that the more prudent course of action is to continue with its refreshment process and corporate governance changes previously announced and well underway.
“As announced in August 2019, the Board has already determined to present two proposals at the 2020 annual meeting of shareholders to amend the Company’s Bye-Laws to declassify the Board and to reduce the maximum size of the Board from 13 to 11 directors,” reads Argo’s statement.
“Please also note that the Company is in the process of evaluating whether Voce’s consent solicitation complies with applicable law and regulations and, therefore, reserves all rights.”