The company immediately announced it would seek to remove from the board the two dissident non-executive directors, Ken Simmonds and Joe Cooke, at an EGM to be scheduled as early as possible.
The decision was seen last night as an attempt by Emap to fully clear the air surrounding a long-running battle between the chairman and Mr Cooke, vice-chairman of the Telegraph Group, and Professor Simmons, of the London Business School, who publicly fought Emap's proposals to reform its board at a fractious shareholders' meeting this summer.
At issue were the company's controversial plans, supported in the end by 82 per cent of shareholders, to change the terms under which non-executive directors could be removed. Emap's executives successfully sought the right to sack directors on a 75 per cent majority of the board, without seeking shareholder approval. As well, it won a reduction in the minimum number of non-executive directors to three from five.
The vote was seen as going against the trend toward improved corporate governance, although Emap continued to insist last night that its procedures were fully consistent with the recommendations of the Cadbury Committee.
Sources close to Emap said last night the directors had attempted to come to an amicable agreement at a morning meeting, at which the two dissidents called for Sir John's removal.
"We feel this has been going on long enough," said one senior Emap source. "We felt it was time to settle the matter."
Emap's boardroom disputes have affected the company's share price, which dropped 32p yesterday to close at 712.5p. Reports of animosity between Robin Miller, the chief executive, and David Arculus, the group managing director, also concerned the City, although Emap sources insisted last night the two men did not disagree over corporate strategy and the company's main business. It was conceded, however, that they are not close.
The sources added that documents alluded to in published reports yesterday, detailing a power struggle between the two men, were several years old.
The company does not intend to replace Mr Cooke and Professor Simmonds if shareholders agree to remove them. That would leave a board of nine executive and five non-executive directors.Reuse content