Richemont Urges Shareholders toReject Bluebell’s Proposals atAGM
Bluebell wants to install Francesco Trapani on the board torepresent holders of the publicly listed shares.
LONDON — The gloves are off at Compagnie Financière Richemont.
The parent of brands including Cartier, Van Cleef & Arpels and Panerai is urgingshareholders to vote against a proposal by the activist investor Bluebell Capital Partnersto install Francesco Trapani to the board as a representative of the “A” shareholders.
The corporate giant is proposing its own candidate instead — board member andindependent director Wendy Luhabe.
Richemont said in a brief statement Monday that it would put Bluebell’s requests to avote at the annual general meeting set for Sept. 7 in Geneva, but it’s clearly not happyabout them.
“After careful consideration, the board recommends to vote against the designation of
Johann Rupert
Bluebell's candidate as representative of the holders of 'A' shares, and against theelection of that person to the board,” Richemont said.
The board is also asking shareholders to vote against the various changes to Richemont’sarticles of incorporation proposed by Bluebell. Richemont said it would provide furtherinformation in its letter to shareholders before the AGM.
Bluebell declined to comment on Monday.
As reported, Bluebell wants to reshape Richemont in the medium term and is lobbyingfor changes to corporate governance, better board representation for minorityshareholders and a strategic focus on hard luxury.
Its initial request is for more board representation for the holders of Richemont’s “A”shares, which are publicly listed on the SIX Swiss Exchange.
Bluebell wants to install Trapani, a hard luxury expert, entrepreneur and seasonedactivist investor.
At Richemont, there are 522 million “A” shares, and 522 million “B” shares in issue. The“B” ones are not listed, but held by Compagnie Financière Rupert, which belongs toJohann Rupert, Richemont’s founder and chairman.
Rupert controls 10 percent of the company’s capital, and 51 percent of its voting rights.Although a management team runs Richemont, Rupert remains deeply involved in, andcommitted to, the business.
As reported, while some of Richemont's Board members own "A" stock, there is nospecifi c representative of "A" shareholders currently on the board.
According to Swiss law, each shareholder class is entitled to have at least onerepresentative on a board of directors.
Richemont's own articles of association say that holders of "A" shares and "B" shareseach have the right to appoint one representative to the board.
It is understood that, until now, no request has ever been made by a shareholder toexercise that right of the "A" share class to appoint a representative.
In addition to blocking Bluebell, Richemont’s proposal of Luhabe as the “A”representative dovetails with its commitment to new, and higher, environmental, social,corporate governance and diversity, equity and inclusion standards.
It also shows that Richemont is open tochange, and that it's listening, albeit partly, toactivist shareholders.
One luxury investor who declined to be named said while Bluebell’s wish list forRichemont “makes a ton of sense," Rupert might not want "Trapani — anothersilverback, male luxury CEO — on the board."
Luhabe was elected to the board in 2020 and serves as a non-executive director and amember of the board’s nominations committee.
She has a long relationship with Richemont, chairing Vendôme South Africa,Richemont’s subsidiary in the region, from 2001 to 2011.
Richemont has described her as a social entrepreneur and economic activist "withmultiple honors for her pioneering contribution to the economic empowerment ofwomen in South Africa.”
She is the founding chair of Women in Infrastructure Development and Energy, whichfocuses on the economic empowerment of women, and of Bridging the Gap, anorganization that equips black graduates with corporate skills.
She is also the founder of the Women Private Equity Fund, South Africa’s fi rst privateventure capital fund for women, and helped to start Women Investment PortfolioHoldings, which empowers women to become investors in the South African economy.
Luhabe also created the Wendy Luhabe Foundation and established a scholarship at theUniversity of Johannesburg.
In addition to the board nominations, Richemont is also proposing an ordinary dividendof 2.25 Swiss francs per “A” share and 0.225 Swiss francs per “B” share, and an additionalspecial dividend of 1.00 Swiss francs per “A” share and 0.10 Swiss francs per “B” share.
The board is also proposing the reelection of all its members for a further one-year term,with the exception of Ruggero Magnoni and Jan Rupert, who had already informed theboard that they would not seek reelection.