Former Grafton Group chairman challenges ‘closed’ agm plan

Michael Chadwick says meeting behind closed doors will breach shareholder rights

A former chairman of the builders' merchants and Woodie's DIY owner Grafton Group has initiated a High Court application over plans to hold a closed annual general meeting of the group next Wednesday in the absence of most shareholders.

Michael Chadwick is concerned the proposed meeting will proceed otherwise than in accordance with his rights as a shareholder, the court heard on Friday. He is one of the largest shareholders in the group.

Declan McGrath SC, for Mr Chadwick, told Mr Justice Senan Allen his client has been in correspondence with the company and it was hoped the matter could be resolved without the need for a court hearing. If it is not resolved, his side would proceed with an application next Tuesday for orders restraining the meeting taking place as proposed, counsel said.

Mr McGrath said Mr Chadwick, who was in court on Friday, had been informed the closed meeting was being held arising from the Covid-19 restrictions on movement introduced by the Government.


There appears to be an issue whether the Covid-19 restrictions justify holding an agm to the exclusion of “virtually all” of the shareholders, he said. His case was that restrictions concerning leaving the house do not amend provisions of the Companies Acts relating to agms.

This matter did not involve any factual dispute and rather was one of legal argument, counsel added.

The judge, who said the company's secretary had indicated in correspondence he intends to stand over the proposal for the conduct of Wednesday's agm, said he would grant liberty to serve short notice of the proceedings on the Grafton Group.

Tuesday hearing

He returned the matter for hearing on Tuesday unless some agreement is reached in the meantime. If there is no agreement, the issue as to whether the Covid-19 regulations permit such a meeting will have to be thrashed out, he observed.

Michael Chadwick's family founded Grafton Group. Mr Chadwick joined the group in 1975 and was executive chairman until 2011 and non-executive chairman until he stepped down from that role in late 2016. Michael Roney, former chief executive of Bunzl, became chairman in January 2017.

Mary Carolan

Mary Carolan

Mary Carolan is the Legal Affairs Correspondent of the Irish Times