NEW YORK, Oct. 16, 2019 /PRNewswire/ -- The Committee for
China Cord Fairness (the "Committee") today announced that both
leading proxy advisory firms, Institutional Shareholder Services
Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), have
supported the Committee's proposal to ensure adequate protection of
the minority shareholders of Global Cord Blood Corporation (NYSE:
CO) ("Global Cord" or the "Company") in any business combination or
major corporate transaction.
The Committee is extremely gratified that the two leading
independent proxy advisory firms have each supported its proposal
requiring a vote of the unaffiliated minority shareholders for any
business transaction that Global Cord may seek to complete. Glass
Lewis noted that conditioning transactions on a majority vote of
minority shareholders can help provide minority shareholders the
necessary protection for their interests and is in line with best
practices of corporate governance. ISS also supported two
additional key governance proposals, namely (i) the Committee's
proposal to require Global Cord's Board of Directors (the "Board")
to align management incentives with shareholder value enhancement
through the inclusion of performance metrics in its incentive plans
and (ii) the Committee's proposal to demand that the Board take all
necessary steps in its power to require henceforth that the Chair
of the Board be an independent member of the Board.
Glass Lewis noted:
"With respect to the Dissident's advisory proposals, as in any
transaction involving insiders or major shareholders, we would
support the inclusion of a 'majority of the minority' shareholder
voting condition in any transaction agreement requiring shareholder
approval. Thus, we see no reason not to support the Dissident's
proposals asking the board to take steps within its power to
condition any eventual transaction with Cordlife (Proposal 1), or
another transaction involving a material acquisition by Global Cord
(Proposal 3), on a majority vote of unaffiliated minority
shareholders of the Company. In our view, these proposals are
consistent with best practices of corporate governance and we
believe it is reasonable for minority shareholders to seek such a
provision in this case."
ISS noted:
"[C]oncern remains with the discretionary nature of the
short-term incentive program. Shareholders typically expect
incentive programs that are based on objective performance goals
and, in this case, the pay program lacks elements that incorporate
any specific pre-set performance metrics."
"A number of governance shortcomings have been identified, which
suggest that shareholders would benefit from stronger independent
board leadership in the form of an independent chair. The board is
not majority independent and a key committee is chaired by the
CEO/chair. Further, the company does not have an independent
presiding director to serve as an effective counterbalance to the
CEO/chair. Although the company's governance guidelines provide a
framework to appoint a presiding director, none appears to have
been appointed since the company's IPO."
The two leading independent proxy advisory firms agree that
minority shareholder protections are warranted at Global
Cord!
Protect your investment by signing, dating and returning the
WHITE consent card today.
For further information:
The consent solicitation materials, as well as previous letters
and communications concerning the shareholders' interests, and the
ongoing litigation in the Cayman
Islands involving the Company, can be found at the website
www.chinacordfairness.com.
INVESTOR CONTACT:
Edward McCarthy/Richard Grubaugh
D.F. King & Co.
212-269-5550
chinacordfairness@dfking.com
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SOURCE The Committee for China Cord Fairness