Ferries company Irish Continental Group (ICG) has defended putting chairman John B McGuckian, a non-executive director for the past 38 years, forward for re-election at its upcoming annual general meeting (AGM), maintaining a long-standing departure from governance codes for Irish public companies.
The parent group of Irish Ferries said that the rest of the board, which McGuckian has led since 2004, concluded it is “in the best interests of the company and its stakeholders” that the longest-standing chairman of an Iseq company continue in the role.
It considered the knowledge, skills and experience of McGuckian (86) and viewed him to be “both independent of character and judgment” as it assessed his ongoing position, it said.
“Mr McGuckian’s extensive knowledge of the business ensures appropriate challenge and leadership of the board during this time of strategic expansion of activities,” it said. The AGM is scheduled for May 7th in Dublin.
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The Irish Stock Exchange’s Corporate Governance Code says that a chairperson should not remain in post beyond nine years from the date of their first appointment to the board – in line with the UK code that was also the benchmark for the Irish market until 2024.
“To facilitate effective succession planning and the development of a diverse board, this period can be extended for a limited time, particularly in those cases where the chair was an existing non-executive director on appointment. A clear explanation should be provided,” the Irish document says.
McGuckian’s re-election last year received support from 98 per cent of voting shareholders, the company’s annual report highlighted.
The report also disclosed that ICG chief executive Eamonn Rothwell’s total remuneration dipped marginally to €4.34 million last year from €4.36 million for the previous year. Almost 15 per cent of voting shareholders rejected the company’s remuneration policy last year.
Institutional Shareholder Services (ISS), one of the world’s main advisers to shareholders on how they should vote at AGMs, has consistently urged investors vote against ICG’s remuneration plan due to what it views as a lack of clarity from the company over the targets on which the chief executive’s bonus is based.
His bonus for last year came to €1.8 million, paid by way of restricted ICG shares.
Rothwell, who has led ICG since 1992, is on track to receive more than €3.5 million in dividends in the coming months, subject to the AGM voting through plans for a final payout of 10.95 cent per share.
He owns 21.6 per cent of the group, having seen his stake increase by close to 50 per cent over the past decade on the back of stock awards and company programmes to use excess cash to buy back and cancel shares.
