BOC faces rebellion on directors
A CITY shareholder revolt is brewing against the re-election of two non-executive directors to the board of the £4.4bn gases multinational BOC. The National Association of Pension Funds is advising members not to back the appointment of Matthew Miau, chairman of one of Taiwan's biggest hi-tech firms, and Roberto Mendoza, chairman of online bank Egg.
It argues the pair, both of whom serve on BOC's remuneration committee, cannot be classed as independent directors because of their close business links with the FTSE 100 giant.
In a corporate governance report to members, the NAPF said Miau, appointed to BOC's board last January, 'is a former managing director of BOC Lienhwa Industrial Gases, a joint venture in Taiwan in which BOC has a 50% interest'. During that time, he was awarded executive share options which were exercised last March.
The case against Mendoza is that 'he is a former employee and vice-chairman of JP Morgan, the company's investment advisers'. Mendoza, who joined BOC's board in September, also serves on the boards of Prudential and Reuters. BOC pays non-executive directors about £35,000 a year.
Although the recommendations are unlikely to result in defeat for the Surrey-based company at its annual meeting on 17 January, a substantial abstention would be embarrassing. No one was available to comment at BOC.
The NAPF has also urged members not to approve the re-election of Dennis Bramley, senior non-executive director at constructor Bellway, at its annual general meeting next Friday. It said Bramley, 72, could no longer be considered independent as he had served on the board for more than nine years.
In recent months, the NAPF, which represents pension funds worth £700bn , has issued guidelines about compensation for 'failed' directors, criticised a £2.5m pay rise for GlaxoSmithKline boss Jean-Pierre Garnier and beefed up its scrutiny of executive pensions.
