Scottish cashmere specialist Dawson International is opposing the proposed appointment of two new board members at the company's forthcoming AGM.

Investor Leeds Group Plc, which holds a 28.8% stake in Dawson, is putting forward David Bolton and Jan Holmstrom for election to the board.

The pair would replace Scott Malvenan and Andrew Smith, who are set to retire by rotation after the meeting next Tuesday (29 July).

However, Dawson International has written to the company's shareholders recommending that they vote against the move.

"While the Board welcomes input from the company's shareholders it is of the view, and having taken advice from the company's legal advisers, that in principle these appointments would potentially give undue influence to one shareholder and as a result may be against the best interests of other shareholders," the company said.

"The board therefore recommends that shareholders vote against these two resolutions as the existing directors intend to do in respect of their own shareholdings."

Dawson International chairman Michael Hartley told The Scotsman newspaper that corporate governance now called for more independent directors on the board.

"The board has to act for all shareholders and not just one - even a 29% shareholder," he said.

Leeds Group took the 28.8% stake in Dawson International earlier this year.