Aegis Girds for Bollore

NEW YORK In March, Aegis said it had reached a détente of sorts with its biggest investor, Vincent Bollore. At the time, Aegis said that Bollore had agreed not to nominate a slate of directors to the company’s board (as he had been trying to do for the previous two years) at least through the end of the end of 2009.
But now it appears Aegis isn’t taking any chances. The company gave notice today that it will convene its annual shareholders meeting in London on May 22. Among the proposals that shareholders are being called to vote upon is one that would specifically restrict conflicts of interest for directors on the company’s board, but also give existing directors discretion to rule that some conflicts are acceptable, if it deems such action “appropriate.”
Specifically, Aegis said it was proposing to amend its Articles of Association primarily to reflect the provisions of the U.K.’s Companies Act of 2006. According to Aegis, the act says a director “must avoid a situation where he has or can have a direct or indirect interest that conflicts or possibly may conflict with the company’s interests.”
Bollore and Aegis clashed on five previous occasions when Bollore tried to nominate two longtime associates to the company’s board, the last occurring at the 2008 annual meeting. In each instance Bollore was defeated as shareholders sided with the company, which argued that the Bollore slate was conflicted by the businessman’s controlling stake in competitor Havas, of which he is also chairman.
In its notice for the upcoming meeting, Aegis said that its chairman, John Napier and Jerry Buhlman, CEO, Aegis Media, both current directors, would stand for reelection. Two other directors, Bernard Fournier and Daniel Farrar, who have served for nine and six years, respectively, will retire. The company said that specialist search and board advisory firm MWM was assisting the company for replacement directors whose nominations would be announced “by or before” the upcoming annual meeting.