• by Joe Mandese , April 13, 2005

Paris-based agency holding company Havas appears headed for a showdown with its biggest shareholder over control of the company. Havas Wednesday morning announced plans to alter the composition of its board of directors to "strengthen its expertise and independence," an apparent reference to the intent of its largest shareholder, French corporate raider Vincent Bollore.

Havas, the parent of MPG and Arnold, proposed that "at least one-third" of its board meet its new independence criteria and recommended the appointment of three new directors who can meet that criteria. While it did not disclose those criteria, it asked Bollore to confirm whether he plans to submit candidates for the new board seats. Bollore, who now controls about 20 percent of Havas' shares, has said he wanted more seats on the company's board, leading some to speculate that he was mounting a gradual takeover.

Under French law, Bollore now has ten days to make his intentions clear and officially nominate candidates for the board.

Separately, Havas announced plans for a new "staff motivation policy," including a combination of stock options, bonus shares from existing stock and an employee stock ownership plan aimed at "increasing employee share ownership" in the company.