Synthomer's view is that as the Electra trust is in wind-down mode, this role does not count when determining whether Johnson is, in the City jargon, “over-boarded”, as the winding down of the trust requires “minimal input” from Johnson.
In the year to the end of September 2018, Johnson received £309,000 in remuneration from Synthomer.
The statement from Synthomer follows the vote at the company's annual general meeting (AGM) that saw less than two-thirds of the votes cast in favour of re-electing Johnson to the board.
Having had discussions with a number of its significant shareholders and an influential pressure group that advises on how shareholders should vote at AGMs, Synthomer said there were also concerns that the board of the company remains male-dominated.
The board has not recommended the setting of quotas for female or other representation on its board but it did point out that its two most recent independent non-executive director appointments were both females, bringing female representation on the board up to 22.2%.
This is still short of the Hampton-Alexander review recommendation that at least one-in-three board members should be women but the review also set a deadline of the end of 2020 to meet this target, so Synthomer may yet become compliant with the recommendation in time.
To address both the Hampton-Alexander recommendation and the need for the refreshment of independent non-executive directors over the next 18 months in accordance with the provisions of the UK Corporate Governance Code, the board has decided to commit to the appointment of an additional female independent non-executive director by the end of 2020.
This will increase the size of the board in the short term to 10 but the board expects this will reduce to nine during the first half of 2021.