Update statement regarding the re-election of two Directors at the 2024 Annual General Meeting (AGM)
Worldwide Healthcare Trust PLC
15 November 2024
Update statement regarding the re-election of two Directors at the 2024 Annual General Meeting (AGM).
All of the resolutions proposed at the Company's AGM on 10 July 2024 were passed comfortably, although the votes in favour of the resolutions to re-elect Doug McCutcheon and Sven Borho as Directors of the Company had more than 20% of votes cast against the respective resolutions. The Board understands that some shareholders deemed Mr. McCutcheon not to be independent due to his length of service on the Board (11 years) and that Mr. Borho should not be a Director due to his role as a Managing Partner at OrbiMed Capital LLC, the Company's Portfolio Manager.
The Company is actively engaged with its shareholders on these and other matters. Mr. McCutcheon, as Chair of the Board, Mr. Borho and Dr. Bina Rawal, as Senior Independent Director on the Board, met with the Company's principal shareholders ahead of the AGM. Since then, the programme of regular meetings with shareholders has continued.
The Board shares the widely accepted view that length of service does not in itself impair a director's ability to act independently. On the contrary, the Board believes that long serving Directors' perspectives can add value to the deliberations of the Board. As stated in this year's Annual Report, Mr. McCutcheon was asked by the Board to take on the role of Board Chair from July 2022 for a period of three to five years. This was to oversee the renewal of the Board composition, to provide continuity and to ensure an orderly succession. In October of this year, the Company appointed two new additional Independent Directors, Sian Hansen and William Hemmings. With these appointments, four of the Company's six Independent Directors have joined the Board in the past 14 months. In light of the progress being made, while also enabling sufficient overlap with the newly appointed directors, Mr. McCutcheon is now expected to retire as Chair of the Company after four years at the 2026 AGM.
Mr. Borho was appointed a Director of the Company in June 2018. Mr. Borho is the only Director deemed not to be independent by the Board. The Board believes that the Company benefits from his extensive knowledge and experience in investment matters. The Board routinely takes steps to avoid any potential conflicts of interest. Each Board meeting includes a separate session for the independent Directors only, which provides the opportunity for open discussion and consideration of any areas where potential conflicts might be relevant. In addition, Mr. Borho does not sit on any of the Board's Committees and he does not receive a fee for serving as a Director.
-ENDS-
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