Boardroom power struggle intensifies at TNT Express

TNT Express said yesterday that its supervisory board has rejected the proposal by shareholder Jana Partners to bring back former CEO Alan Jones as a new member of the board. Concerned with the performance of its shares since TNT Express demerged from Dutch postal service PostNL back in May 2011, Jana proposed in December that the TNT board should take on three additional members, including Jones as chairman. 

Jana, which has just over a 5% stake in TNT combined with Canada’s Alberta Investment Management Corporation, had wanted Jones along with former US Airways CEO David Siegel and former UPS mergers chief Thomas Delbrook to add experience to the TNT board.

But yesterday the company’s board rejected the nomination and instead proposed adding Marcel Smits, the CEO of Sara Lee Corporation, and Sjoerd van Keulen, chairman of Holland Financial Centre, to the board.

Smits brings “extensive” international business experience and has a “strong track record of enhancing shareholder value” during his career at Vendex KBB, KPN, and, most recently, Sara Lee, said TNT.

The company said van Keulen had a long career in international banking and finance, working as chairman of the executive board of SNS REAAL Bank from 2002 to 2009.

“We are confident that shareholders will support the appointment of these new Supervisory Board members,” said TNT Express in a statement.

Jana

Jana wrote to TNT Express yesterday describing its attitude towards the proposals for change as “stunning”.

The company said the board additions proposed by Jana Partners had not met the “requirements of independence as laid down in the company’s legal and governance rules relating to the composition of the Supervisory Board.”

TNT Express remains committed to open and transparent engagement with all stakeholders, including all shareholders, and welcomes constructive dialogue with them,” said TNT Express.

Jana angrily declared that TNT Express had ruled out its proposal on a mere technicality, and that the current TNT board members did not have enough transport industry experience to continue as they are.

“It is inconceivable to us that the Board feels entitled to choose two more of its own nominees despite the company’s dismal operating performance and highly shareholder-unfriendly corporate governance structure,” said the letter to TNT. 

“In addition, the current Board itself was never approved by the shareholders of TNT Express and a majority of the former TNT N.V.’s shareholders, including us, voted against the discharge of liability of half of the current Board at the last TNT N.V. annual general meeting.”

Board change proposals are expected to be put to a vote at the next Annual General Meeting on 11 April, and Jana confirmed its intention to formally propose changes at the meeting. 

The investor is suggesting that current TNT board member Tex Gunning be dismissed in order to make room for Jones and Siegel.