Zoe Wood 

Shareholders back Wetherspoon chairman Tim Martin at AGM

Despite corporate governance warnings, outspoken Brexiter gets overwhelming support
  
  

Tim Martin
City advisory groups criticised Martin for spending company money on Brexit beermats and posters. Photograph: Tolga Akmen/AFP via Getty Images

Shareholders have thrown their weight behind the founder and chairman of JD Wetherspoon despite a furious row over corporate governance.

Ahead of Thursday’s annual shareholder meeting, the influential proxy voting agencies that advise big shareholders how to vote had raised a number of red flags.

Tim Martin has been the executive chairman since 1983, in contravention of guidelines that recommend having a non-executive chairman operating above a chief executive. The advisory groups also criticised executive pay and Martin’s use of company money to buy pro-Brexit beermats.

In the end Martin received an overwhelming endorsement, with 98% of voting shareholders backing him. However, a fifth of independent shareholders voted against Debra van Gene and Sir Richard Beckett, who have been on the board since 2006 and 2009. Both executives, who have already agreed to step down, still polled 88% due to the support of Martin, who is the company’s biggest shareholder.

Despite the friction over the static line-up in the Wetherspoon boardroom, there was considerable love in the room for Martin at the meeting in the Square Mile.

A small army of mainly male pensioners threw their weight behind the outspoken Brexiter, quizzing him on the pub trade in a genial manner. One asked if the pub chain could stock small bottles of red wine to give his wife a bigger choice, while others confessed they found it difficult to book a stay in one of the company’s hotels.

In a dig at all-powerful institutional investors who often fail to show up at annual general meetings, one private shareholder asked why votes were not being passed by a show of hands.

“Surely the true shareholders are the ones that are here now?” he said to a chorus of approval. Another complained about big investors abstaining on thorny issues: “You can’t make your mind up? That sounds like Jeremy Corbyn on Brexit.”

Martin had already hit back at what he considers to be the shortcomings of corporate governance codes, using last week’s trading update to deliver a lengthy diatribe.

After the meeting, Martin picked up the theme again, railing against the “absurdity” of the nine-year rule (after which a director is no longer deemed independent): “They are saying I should have left in 1992 and the board should be dominated by people who are not connected to the company – and the net effect of that is the culture isn’t retained.

“The fund managers we are dealing with at big institutions seem to be very good but [I think] it is the conflict within their own organisations, where you have got people who are trying to box-tick a set of rules,.”

The entrepreneur floated JD Wetherspoon on the stock exchange in 1992, when it had just 44 pubs. It now has 900 sites, employing more than 37,000 staff and with annual revenues of £1.8bn. Martin has a 32% stake in the £1.7bn business, worth nearly £550m.

Despite the flak, Martin said he had no plans to take the company private: “I am trying to find a platform for the company that lasts beyond me. The public markets should be the right place for a company like Wetherspoons.”

Asked if he had any plans to retire, 64-year-old Martin quoted the celebrated American investor Warren Buffett, who intended to retire “five years after he was dead”.

“I’m hoping to soldier on,” said Martin. “I am 40 years at the company next month … so I am hoping to do another 40 and then retire.”

The advisory group Pirc had advised shareholders to vote against the annual report after Martin spent £95,000 of company money on pro-Brexit beermats and posters without first seeking approval from shareholders. In the end, about 5% of shareholders voted against it, while 6% took issue with its pay policies.

With Martin often using the company as a platform to argue for the merits of a no-deal Brexit, the businessman confessed he had not decided who to vote for in the general election: “I will probably vote for Boris Johnson in this election and feel sorry for the Brexit party.”

The “weirdest thing” about corporate governance, Martin concluded, was that in the end “nothing ever happens”. He had written to shareholders but said he did not receive any replies. “The box tickers have barked but the caravan has moved on,” he said.

 

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