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Mayfield posts robust defence to attempted “board spill” in General Meeting Notice
Jason Roberts
Mar 05, 2024
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Mayfield Childcare, the ASX listed early learning provider, has issued a robust defence to a shareholder meeting request from an aggrieved shareholder that called for the removal of the Chairman and the Chief Executive Officer from the Board.
The meeting request was made by Riversdale Road Shareholding Company Pty Ltd, an entity that holds approximately 12 per cent of Mayfield shares and is 100 per cent owned by Jack Kroger, the son of fellow Riversdale director, Michael Kroger.
In their meeting request, dated 21 February 2024, Riversdale outlined a proposal to remove David Niall (chairperson) and Ashok Naveinthiran (CEO) due to “genuine concerns about Mayfield’s performance under the current Board and Management and its ongoing and historical relationship with Genius (Childcare)” and to replace them with three alternative directors.
Riversdale subsequently articulated eleven key areas of concern, including but not limited to;
- deterioration in profitability of the Group under the current Board,
- the failure of the Board to close potential bids for Mayfield,
- support office cost control,
- related party transactions and
- historical ties to Genius.
In response to the request to call a meeting of Mayfield shareholders the current Board released a notice of meeting booklet detailing the date, time and location of the upcoming meeting, the list of resolutions to be voted upon and a spirited defence of its position in light of Riversdale’s allegations.
“We - Messrs David Niall and Ashok Naveinthiran, the Directors subject of removal resolutions - and Mrs Roseanne Healy who is Mayfield’s only other Director and who is not subject of a removal resolution, are strongly united in the view that the six resolutions are not on the best interests of the company and should be rejected by shareholders,” the letter to Shareholders notes.
Mayfield highlights that a turnaround in Group profitability is currently underway and gathering momentum, that Riversdale has long standing connections with former Mayfield CEO Dean Clarke who left the company after a series of financial irregularities was discovered, that the current Mayfield leadership, not Riversdale, is more qualified to lead the company and has a plan to do so and that the failure of the Busy Bees and Genius offers were due to circumstances outside of their control.
To reinforce its position Mayfield has published a letter from employees signed by nine members of the senior leadership team expressing a “united stance in encouraging Shareholders to reject the resolutions.”
“The Company and employees are thriving under the guidance of our current Board and leadership team. We wish to express our unwavering support for the direction, strategy, and vision the Directors have entrusted us to implement,” the letter reads.
The meeting, at which shareholders will be called to vote on the resolutions to remove and replace two directors, will be held 9 April, 2024 at Suite 2, Ground Floor, 207-213 Waverly Road, Malvern East, Victoria, 3145.
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