Card Factory has reappointed its executive chair despite votes cast against his reappointment due to diversity concerns.

The cards and gifts retailer received more than 20% of votes cast against the reappointment of chair Paul Moody during its AGM because of a lack of gender diversity on its board. 

Card Factory said in a statement to markets: “The board understands, from prior shareholder feedback, that the diversity of the board may result in votes against the chair’s reappointment. At the time of reporting the results and publication of the annual report and accounts for the year to January 31, 2024, the diversity of the board fell short of the recommendations in the Listing Rules.” 

According to the Financial Conduct Authority’s Listing Rules, listed companies must now have a minimum of 40% women on their boards, or explain why they do not meet the requirement. 

Reporting requirements in the FCA’s Listing Rules:

  • At least 40% of the board should be women
  • At least one senior board position (Chair, CEO, CFO or senior independent director) should be a woman
  • At least one member of the board should be from an ethnic minority background, excluding white ethnic groups (using ONS categories)
  • “Comply or explain” annual reporting mechanism

Moody, a former Britvic chief executive who has been chair since 2020, is to remain on the board following consultations with 12 of the retailer’s largest shareholders, with four of those who engaged supporting his reappointment. 

Card Factory said its board was now 33% female, with two independent non-executive director roles held by women, although it has no female executives. 

The retailer said: ”The board has recently re-assessed the skills and experience of its members and considers this to be appropriate for the company’s operations and strategic objectives. The board recognises the diversity of its membership, across a range of criteria (of which gender and ethnicity are part) and does not consider it to be in the interests of shareholders to recruit an additional director solely to achieve the 40% recommendation. The board will keep all aspects of experience and diversity under review.”

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