The Committee for China Cord Fairness Announces Support From The Two Leading Proxy Advisory Firms for Proposals Seeking Minority Shareholder Protections and Governance Enhancements at Global Cord Blood Corporation

NEW YORK, Oct. 16, 2019 /PRNewswire/ -- The Committee for China Cord Fairness (the "Committee") today announced that both leading proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), have supported the Committee's proposal to ensure adequate protection of the minority shareholders of Global Cord Blood Corporation (NYSE: CO) ("Global Cord" or the "Company") in any business combination or major corporate transaction.

The Committee is extremely gratified that the two leading independent proxy advisory firms have each supported its proposal requiring a vote of the unaffiliated minority shareholders for any business transaction that Global Cord may seek to complete. Glass Lewis noted that conditioning transactions on a majority vote of minority shareholders can help provide minority shareholders the necessary protection for their interests and is in line with best practices of corporate governance. ISS also supported two additional key governance proposals, namely (i) the Committee's proposal to require Global Cord's Board of Directors (the "Board") to align management incentives with shareholder value enhancement through the inclusion of performance metrics in its incentive plans and (ii) the Committee's proposal to demand that the Board take all necessary steps in its power to require henceforth that the Chair of the Board be an independent member of the Board.

Glass Lewis noted:

"With respect to the Dissident's advisory proposals, as in any transaction involving insiders or major shareholders, we would support the inclusion of a 'majority of the minority' shareholder voting condition in any transaction agreement requiring shareholder approval. Thus, we see no reason not to support the Dissident's proposals asking the board to take steps within its power to condition any eventual transaction with Cordlife (Proposal 1), or another transaction involving a material acquisition by Global Cord (Proposal 3), on a majority vote of unaffiliated minority shareholders of the Company. In our view, these proposals are consistent with best practices of corporate governance and we believe it is reasonable for minority shareholders to seek such a provision in this case."

ISS noted:

"[C]oncern remains with the discretionary nature of the short-term incentive program. Shareholders typically expect incentive programs that are based on objective performance goals and, in this case, the pay program lacks elements that incorporate any specific pre-set performance metrics."

"A number of governance shortcomings have been identified, which suggest that shareholders would benefit from stronger independent board leadership in the form of an independent chair. The board is not majority independent and a key committee is chaired by the CEO/chair. Further, the company does not have an independent presiding director to serve as an effective counterbalance to the CEO/chair. Although the company's governance guidelines provide a framework to appoint a presiding director, none appears to have been appointed since the company's IPO."

The two leading independent proxy advisory firms agree that minority shareholder protections are warranted at Global Cord!

Protect your investment by signing, dating and returning the WHITE consent card today.

For further information:

The consent solicitation materials, as well as previous letters and communications concerning the shareholders' interests, and the ongoing litigation in the Cayman Islands involving the Company, can be found at the website www.chinacordfairness.com.  

INVESTOR CONTACT:

Edward McCarthy/Richard Grubaugh
D.F. King & Co.
212-269-5550
[email protected] 

SOURCE The Committee for China Cord Fairness