Alliance board 'out of touch' with shareholders - Elliott
Elliott notes today's announcement by Alliance Trust plc ("Alliance Trust", or the "Company") that it does not intend to appoint or recommend the three new independent non-executive directors which were nominated by us on 16 March 2015.
We are long-term shareholders and are surprised and disappointed that the Company does not think it would benefit from the experience, integrity and independent thinking of Anthony Brooke, Peter Chambers, and Rory Macnamara. We believe that this decision is indicative of a Board that is out of touch with the concerns of its shareholders, and which needs fresh perspectives.
We are puzzled as to how the Board could have reached their conclusion without meeting or speaking with the candidates. The day before the requisition was made, Elliott notified the Company that we would make an announcement to that effect and stated our availability and interest in discussions. We have not received any response to our private invitation, and therefore publicly reiterate this invitation today.
This follows a pattern of non-engagement from the Company, starting with a number of letters to the Chairman from 22 December 2014 onwards which informed the Company that Elliott had begun to evaluate possible new candidates for the Board and that we stood ready to bring proposals directly to shareholders. In none of the Chairman's responses were these proposals addressed, and no interest was shown by the Company in participating in our efforts to strengthen the Board for the benefit of all shareholders.
Elliott notes with regret that the Company has resorted to questioning the independence of three individuals with impeccable credentials and integrity, when the candidates have been identified by a leading external search firm and are wholly independent of Elliott, who had never met any of the candidates previously, and of Alliance Trust. We note that of the six independent non-executive directors appointed by the Company since we became shareholders, three have resigned from the Company ahead of serving a full three-year term, which makes us question the effectiveness of the Board's own nomination process.
The Company's statement also includes factually incorrect assertions about proposals which it claims Elliott has made, including mechanisms to reduce Alliance Trust's persistent discount, and speculative assertions as to Elliott's intentions. Elliott's correspondence with the Board demonstrates their statement to be erroneous and misleading. The proposed directors will, if elected, form their own view as to what is in the best interests of shareholders in a manner wholly independent of Elliott.
We urge all shareholders who agree with Elliott's view that Alliance Trust requires fresh impetus at the Board level to make their views known to the Company. In the unfortunate event that the Company does not reconsider, we urge all shareholders to vote FOR the resolutions electing Messrs Brooke, Chambers, and Macnamara to the Board of our Alliance Trust.