
WPP Scangroup founder and former CEO Bharat Thakrar failed in his bid to oust the firm’s board in a vote at the annual general meeting, as the majority shareholder was unable to secure the backing of the minority investors.
The shareholders voted on Monday to remove the current board members and push for new directors, following a petition from minority shareholders who hold a combined 13.59 percent stake.
All minority shareholders who participated in the AGM, with 65.5 million shares or a 15.1 percent stake, backed the ouster bid.
However, their numbers were not enough for the might of the firm’s majority shareholder, WPP, the world’s largest advertising group, which had a 56.26 percent stake or 243.1 million shares.
The three main votes, including ouster of the board, appointment of new directors and replacement of CEO and chair, were rejected by 243.1 million votes, underscoring that none of the minority investors at the AGM backed the majority shareholder.
But shareholders with 125.4 million shares, equivalent to 29 percent of the firm, did not participate in the AGM.
Mr Thakrar remained bullish despite the vote.“The minority shareholders of WPP Scangroup voted no confidence in the board.
The resolutions did not carry. The WPP Plc controls 56.26 percent and voted its entire block against,” said the former CEO in a statement.
“Of the roughly 63.5 million independent shares that voted, more than 99 percent were cast in favour of change. WPP did not defeat a divided minority.”
The share closed trading at Sh2.06, a 2.83 percent drop from Monday’s close of Sh2.13.
The minority shareholders, with a combined 13.59 percent stake, including Mr Thakrar’s, forced the firm to include the ouster and election of new directors as part of the AGM, citing a string of poor financial performance.
This escalated the fight between the founder and the UK firm, which first bought a stake in the firm in 2008.
Mr Thakrar, the founder of ScanGroup, exited the firm in 2021 following a fallout and has sued the firm and its parent company, WPP Group, for $£24 million (Sh4.22 billion), citing irregular removal.
Globally, activist investors have mounted a record number of attacks against companies as disgruntled shareholders sought to oust directors or force the sales of businesses whose share prices had languished.
Kenya has witnessed fewer instances of activism, with cases of minority investors pushing publicly for change they believe will shore up profits and share prices being rare.
The AGM listed the minority shareholders’ push under special business, coming after the ordinary business in which current board members—including Richard Omwela, Patricia Kiwanuka, Kagiso Musi, Nick Douglas and Manuel Segimon—have offered themselves for re-election.
The minority shareholders sought the removal of the current board led by chairman Omwela.
Other board members whom the minority owners wanted out are Beverly Spencer Obatoyinbo, Peter Kimurwa, Patricia Kiwanuka, Patricia Helene Nuytemans, Jonathan Eggar, Shahid Sadiq and Tebogo Skwambane.
Mr Thakrar’s camp wanted to replace the board with new directors, including the former CEO, Andrew White, Carl Ogola, Kunal Kamlesh Bid and Rishab Thakrar.
The minority shareholders say the firm’s share price at the Nairobi bourse has declined 62 percent from Sh5.94 when Mr Thakrar was removed, resulting in material erosion of shareholders’ value, alongside loss of major clients and decline in profitability.
In the letter, the minority shareholders say the Scangroup has incurred aggregate trading losses of about Sh3.3 billion between 2021 and 2025, when the net loss widened by 41 percent to Sh713.7 million from a Sh506.7 million loss booked in the previous year. Its revenues have dipped to Sh2 billion from Sh7 billion in 2021.
They are also questioning the terms of the Sh1.2 billion that Scangroup has lent to its parent firm, WPP, with an interest of five percent, arguing that it is lower than average deposits and lending rates at 6.86 percent and 16.85 percent, respectively.
The shareholders say the five-year period has seen the company lose major clients, including KCB, Equity, NCBA and Airtel Africa.