By John Revill
ZURICH (Reuters) -Activist shareholder Bluebell Capital Partners on Monday claimed a partial victory in its efforts to overhaul management at luxury group Richemont after the company proposed the appointment of a director to look after the interests of ordinary shareholders.
Cartier jewellery group Richemont is controlled by Chairman Johann Rupert, who owns all the non-listed category B shares in the company, which represent 9.1% of the capital, but 50% of the voting rights.
Bluebell, which last year triggered an overhaul at French food group Danone, has been seeking to put its co-founder Francesco Trapani on the board of Richemont, the world's second biggest luxury company.
Richemont recommended a vote against Bluebell's candidate but proposed existing independent director Wendy Luhabe as representative of investors holding A-class stock at its upcoming annual general meeting in September.
"The company for the first time has acknowledged and agreed that A shareholders should have the right to be represented on the board," Bluebell joint CEO Giuseppe Bivona told Reuters.
"That is what we have been demanding, this is a major win for the market."
But Bivona also said Richemont's proposal to have Luhabe instead of Trapani, a former head of Italian luxury label Bulgari, as representative of A shareholders was not acceptable or credible.
"Effectively the board has renamed an existing representative of B shareholders as a representative of A shareholders," he said.
"This underlines that the company is still not taking this issue seriously," said Bivona, who said Richemont's response strengthened the case for Trapani to become a "truly independent board member representing the holders of A shares."
A Richemont spokesperson said 'A' shareholders had always had the right to representation "but in the 34 years since formation of the company have never previously sought representation."
Dual shareholding structures are not an unusual at Swiss-listed companies where owners want to dilute their stake without losing control.
Rival watchmaker Swatch Group (SIX:UHR) is controlled by the Hayek family via a mixture of registered stock and more widely traded bearer shares.
Rupert also owns some category A shares in Richemont which gives him an extra 1% of the vote at the company whose stable of high-end brands includes Swiss watchmakers IWC and Jaeger-LeCoultre.
Bluebell wants Richemont to concentrate on jewellery and watches, saying that could double its share price in the medium term.
Bluebell has been invested in Richemont for 1-1/2 years and had a stake worth 105 million Swiss francs ($109 million), it told Reuters last month. Richemont has a market capitalisation of almost 59 billion francs, based on Refinitiv Eikon data.
Kepler Cheuvreux analyst Jon Cox said the activist shareholder faced an uphill battle to change Richemont.
"Ultimately Johann Rupert is in charge of the show. While its shareholder structure looks dated compared to more modern governance practices, Rupert will be the one to decide if there is going to be a change, not Bluebell," Cox said.
($1 = 0.9609 Swiss francs)