Worldwide Healthcare Trust PLC
15 November 2024
Update statement regarding the re-election of two Directors at the 2024 Annual
General Meeting (AGM).
All of the resolutions proposed at the Company's AGM on 10 July 2024 were
passed comfortably, although the votes in favour of the resolutions to
re-elect Doug McCutcheon and Sven Borho as Directors of the Company had more
than 20% of votes cast against the respective resolutions. The Board
understands that some shareholders deemed Mr. McCutcheon not to be independent
due to his length of service on the Board (11 years) and that Mr. Borho should
not be a Director due to his role as a Managing Partner at OrbiMed Capital
LLC, the Company's Portfolio Manager.
The Company is actively engaged with its shareholders on these and other
matters. Mr. McCutcheon, as Chair of the Board, Mr. Borho and Dr. Bina Rawal,
as Senior Independent Director on the Board, met with the Company's principal
shareholders ahead of the AGM. Since then, the programme of regular meetings
with shareholders has continued.
The Board shares the widely accepted view that length of service does not in
itself impair a director's ability to act independently. On the contrary, the
Board believes that long serving Directors' perspectives can add value to the
deliberations of the Board. As stated in this year's Annual Report, Mr.
McCutcheon was asked by the Board to take on the role of Board Chair from July
2022 for a period of three to five years. This was to oversee the renewal of
the Board composition, to provide continuity and to ensure an orderly
succession. In October of this year, the Company appointed two new additional
Independent Directors, Sian Hansen and William Hemmings. With these
appointments, four of the Company's six Independent Directors have joined the
Board in the past 14 months. In light of the progress being made, while also
enabling sufficient overlap with the newly appointed directors, Mr. McCutcheon
is now expected to retire as Chair of the Company after four years at the 2026
AGM.
Mr. Borho was appointed a Director of the Company in June 2018. Mr. Borho is
the only Director deemed not to be independent by the Board. The Board
believes that the Company benefits from his extensive knowledge and experience
in investment matters. The Board routinely takes steps to avoid any potential
conflicts of interest. Each Board meeting includes a separate session for the
independent Directors only, which provides the opportunity for open discussion
and consideration of any areas where potential conflicts might be relevant. In
addition, Mr. Borho does not sit on any of the Board's Committees and he does
not receive a fee for serving as a Director.
-ENDS-
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