BT move to control rebel shareholders

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The Independent Online
BRITISH Telecom is stealthily planning to give itself more powers to clamp down on rebellious shareholders in the wake of the shambolic British Gas shareholders' meeting last month.

The telephone company wants to change its rules to give the chairman, Sir Iain Vallance, absolute authority on points of order and matters of procedure at its AGM.

The British Gas meeting almost descended into anarchy when shareholders demanded a vote of no confidence in the chairman Richard Giordano's handling of the meeting.

BT's proposed rule changes would also give the BT board "absolute discretion" to throw out shareholders who do not submit to searches or other unspecified security arrangements. These and other changes to the articles of association are lumped together in a single resolution being put to shareholders at the BT meeting in Cardiff on 27 July.

However, shareholders do not see the full details of the amendments unless they ask for them. The notice of the meeting sent to BT's 1.2 million shareholders carries only scant details.

The proposals brought a furious response from one small shareholder, Mark Hardy of Stoke by Clare, Suffolk. He said: "They would give the chairman plenipotentiary powers. He cannot usurp to himself all the powers of a dictator. I don't think it is legal for them to wrap up all these proposals in a single resolution."

Mr Hardy, who is waging a private campaign against BT's auditors Coopers & Lybrand, said he was worried that the amendment forcing shareholders to submit to searches could lead to difficult shareholders being silenced.

BT spokesman Robert Dunnett responded that the amendments were "just a bit of tidying up - merely housekeeping". He said: "This is the way most AGMs are run and they are the powers most chairmen have." The new search rules were "just common sense in this day and age". On the lumping together of the eight changes, he said the resolution could be amended if anyone was concerned.

The privatised utilities are increasingly embarrassed by the publicly vented anger of their small shareholders over their growing pay and perks packages. Some were privately shocked by the sheer intensity of anger at the British Gas meeting. More than 4,000 shareholders came to London's Docklands to protest about the 75 per cent pay rise to pounds 475,000 of the chief executive, Cedric Brown. Sir Richard repeatedly brushed aside points of order and only the intervention of a company lawyer prevented a no confidence vote being taken.

The BT meeting is normally a rumbustious affair. However, Sir Iain's pay may take a back seat this year. His total remuneration fell from pounds 633,000 to pounds 599,000.

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