The board of Restaurant Brands International (RBI) has taken a step towards increasing diversity in the company by expanding the number of directors to twelve and appointing Ms. Cecilia Sicupira to fill the new position.
In May, OceanRock Investments Inc. worked with SHARE to present a shareholder proposal at RBI’s annual general meeting asking the company to develop a policy and a plan to diversify its board, which at the time had no women. The proposal received a majority of the independent shareholder vote but only 16.5% of the overall shareholder vote due to the large holdings by hedge fund 3G Capital.
Last month, the RBI board appointed Mr. Ali Hedayat to fill a recent vacancy on the Board, and at the same time increased the size of the Board to twelve members and appointed Ms. Cecilia Sicupira to the Board, effective immediately.
SHARE and OceanRock Investments Inc. welcome the changes to the RBI Board and congratulate Ms. Sicupira and Mr. Hedayat on their appointments. Diversity is a critical attribute of a well-functioning board and a measure of sound corporate governance. We believe that better diversity leads to better companies. At the same time, Ms. Sicupira’s independence as a board member may be limited by her participation in multiple corporate boards alongside her father Carlos Sicupira, a founder of 3G Capital (RBI’s primary shareholder) who also serves on the RBI board.
In order to continue progress on board diversity at Restaurant Brands, OceanRock Investments Inc. and SHARE are asking the RBI board to develop formal plans, timelines and activities for increasing gender diversity on the Board and senior management including processes for recruitment and advancement of women into executive officer and senior management positions, clear criteria for evaluating board and director effectiveness, and an annual assessment of the annual and cumulative effectiveness of its Director Evaluation process in improving board diversity.