The former director-general of the Takeover Panel is to join the board of Burford Capital as the litigation funder defended the lack of turnover – and women – among its directors.
The likely appointment of Robert Gillespie is the latest stage in Burford’s efforts to recover following last year’s short-selling attack that hammered its share price.
Corporate governance was one of the areas where Burford was criticised and it has announced that three new directors up for election at Burford’s annual general meeting in May.
In addition to Mr Gillespie, 64, are John Sievwright, 65, former chief operating officer – international at Merrill Lynch, and Burford co-founder and chief executive Chris Bogart, 56.
The company said it was “sensitive” to the fact that its board would remain entirely male, “which is not our desire and is inconsistent with the significant level of gender diversity in the business”.
In a statement to the stock exchange, it said: “In fact, Burford approached a number of potential women directors as part of its nominating process, but the suitably qualified female candidates that Burford identified were unable to accept the appointment for a variety of reasons, including conflicts and capacity.
“Burford will use its best efforts to ensure that its 2021 appointment discussed below will be a woman.”
Mr Gillespie had a 25-year career as an investment banker at UBS, having started his career as a chartered accountant.
He is currently a director of Royal Bank of Scotland plc and chairman of Boat Race Company Ltd. Previous appointments include as a director of City law firm Ashurst.
Mr Sievwright also started his career as an accountant before entering the banking world. He spent 20 years at Merrill Lynch. He serves as a trustee for a number of Aberdeen Standard Investments funds.
Both of the new independent directors will be appointed to, and make up a majority, of the audit committee.
Burford also announced that the current deputy chairman, Steve Wilson, will take over as chairman when, as previously announced, Sir Peter Middleton steps down at the 2021 AGM. He will serve for three years and then retire from the board, having joined when the business launched in 2009, like Sir Peter.
It said Mr Wilson, 72, was “uniquely qualified” for the role as he has “the rare combination of world-class legal and investment acumen that is critical to Burford’s business”.
Mr Wilson spent more than 30 years at US law firm Latham & Watkins, where he was head of the global mergers and acquisitions practice group among other roles. He then spent eight years as managing partner at Tennenbaum Capital Partners, a multi-billion-dollar investment firm since acquired by BlackRock, where he remains a senior adviser.
The statement said: “Although Burford is not subject to the UK Corporate Governance Code, it is nonetheless sensitive to the code’s corporate governance framework and is aware that Mr Wilson’s length of service on the Burford board would ordinarily disqualify him from being appointed chairman under the code.
“However, the code explicitly provides for an exception for effective succession planning which we believe would be relevant here were the code to be applicable.”
Burford defended maintaining the same slate of directors since 2009, rather than beginning board rotation earlier, as it retained their “accumulated knowledge and wisdom” from its formative years.
“Burford has now reached the stage in its development where the board takes a more strategic and oversight role and less of an operational one, and where it is appropriate to begin rotating directors and adding new directors as to whom deep industry knowledge is less critical.
“However, we believe strongly that it would be a mistake to engage in wholesale turnover of the board without a period of transition as contemplated by the code, and we believe one term of Mr Wilson’s chairmanship is an appropriate period of transition.”
Burford acknowledged that the corporate governance code treated Messrs Middleton, Wilson and Charles Parkinson – the audit committee chair who is to be renewed for a further three years at the AGM – as non-independent directors given their tenure on the board. With Mr Bogart joining the board, it meant that only two of the six directors would be independent after the AGM, when the code calls for a majority.
Burford said this would happen in 2023, adding that it currently satisfied the independence rules to which it was actually subject and those that would be applicable if it obtained a US listing as planned.
Sir Peter Middleton said: “Burford’s board has worked extremely well together for the past decade, building a business that has gone from start-up to industry leader with hundreds of millions of dollars of annual income and a multi-billion-dollar portfolio.
“This is a natural time in the development of the business for Burford to begin to refresh its board, but it is important that process happen methodically and with opportunity for transition. We believe the plan we have laid out accomplishes those objectives in a manner that is in the best interests of shareholders.”
In other news from litigation funders, Australian firm IMF Bentham is to adopt the name of Omni Bridgeway following its acquisition of the Dutch company last November.
Harbour has hired Theo Paeffgen as a director of litigation funding focusing on continental Europe. He was previously regional managing director at Vannin Capital.
Finally, legal financing company Ampla Finance Legal – which is expanding this year beyond family law into civil litigation, probate and costs following a bereavement – has named high-profile family law solicitor Nigel Shepherd as an adviser.
He is national head of family law at Mills & Reeve and the only person to have twice chaired family law association Resolution. Ampla is backed by private equity firm RoundShield Partners.