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Argo shareholder proposes five new directors

An activist shareholder of Argo Group International Holdings has put forward five candidates to join the re/insurer's board to address what it describes as a “complete corporate governance shipwreck”.

Voce Capital Management owns about 5.6 per cent of Bermudian-based Argo and last month attacked what it called a “spendthrift culture” at the company in a 6,700-word letter to shareholders, setting the scene for a proxy fight.

Voce's slate of nominees comprises Bernard Bailey, Charles Dangelo, Kathleen Dussault, Carol McFate and Nicholas Walsh.

Voce reiterated concerns first raised in February over what it called “inappropriate corporate expenses”, detailing examples of the use of corporate aircraft, housing allowances, and sponsorships, claiming that company resources were being used to support the lifestyle of Mark Watson, Argo's chief executive officer, at the expense of shareholders.

In a regulatory filing with the US Securities and Exchange Commission, dated last Friday, Voce stated: “Voce believes that Argo's current board is directly responsible for the company's wasteful, spendthrift culture, and that its failure to check the impulses and profligacies of the CEO reveals a complete corporate governance shipwreck.

“The board's shortcomings result from its lack of independence, dearth of relevant experience and misalignment with shareholders — deep-rooted issues that can only be addressed by the addition of fresh perspectives brought by independent directors nominated by shareholders, not management.

“In the nearly two weeks since our public letter, the company has failed to meaningfully address a single one of the many examples of misuse of corporate assets that we painstakingly researched and chronicled.

“We believe that our outstanding director nominees can help ‘right the ship' at Argo by ensuring that the company is being run for the benefit of all shareholders, as opposed to a select few.”

Argo responded with a press release in which it said the existing board was committed to working in the interests of all shareholders.

““While Voce Capital Management LLC continues to disseminate and publish ad hominem attacks, our directors and management team are focused on executing a compelling long-term, value-enhancing strategy,” Argo stated.

“We are deliberate in our mission to deliver top-performing underwriting businesses and we continue to be keenly focused on driving efficiencies, as evidenced by the reduction of 260 basis points in our expense ratio in 2018.”

Argo said its book value per share, including dividends, had grown at a 9 per cent compound annual growth rate since 2002.

Argo added: “We hope Voce will make its updated slate of nominees available to participate in interviews with our board's independent nominating committee to evaluate their qualifications and experience — as would be the case for any shareholder-nominated candidate.

“Voce's misleading attacks are designed to grab attention, but do nothing to build shareholder value, which the current board has proven it can do. We look forward to updating our shareholders on our continued strategic and financial progress.”

Proxy fight: an activist shareholder has put forward a slate of five independent candidates for the board of insurer Argo

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Published March 11, 2019 at 9:00 am (Updated March 10, 2019 at 8:38 pm)

Argo shareholder proposes five new directors

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