Five members of Argo’s board are set to retire amid an ongoing “refreshment process” seemingly brought about by pressure from shareholder Voce Capital Management and a subpoena issued by The US Securities and Exchange Commission.
The specialty re/insurer says its board is engaged in a “national executive search firm to identify highly-qualified director candidates” and that the 2020 Annual General Meeting will be moved forward from May to March.
Interestingly, the five board members set for retirement were the same originally identified by Voce as “The Big 5”; a centrepiece of what it considered an “over-tenured and controlling board.”
Board members set for retirement include Gary V. Woods, Chairman; F. Sedgwick Browne, Risk & Capital Committee Chair; Hector De Leon, Member of Audit and Human Resources Committees; Mural R. Josephson, Audit Committee Chair; John R. Power, Jr., Human Resources Committee Chair.
The board has also said it will present to shareholders its revised executive compensation program at its 2020 AGM.
As a result, Argo has concluded that Voce’s recent call for a special general meeting is unnecessary and has called on shareholders to vote against it given the re/insurer’s “ongoing corporate governance review and Board refreshment process which has resulted in the aforementioned changes.”
Moreover, Argo does not believe it is constructive to call a special general meeting that would “be convened a few weeks before the 2020 AGM and entail unnecessary costs and distraction.”
Watson’s “retirement” from Argo followed news that the re/insurer had been subpoenaed by The US Securities and Exchange Commission over compensation practices for its executives.