Emap's dissident directors voted out

The long-running boardroom bust-up at Emap, the media group, finally drew to an untidy close yesterday when shareholders voted overwhelmingly to oust two "dissident" non-executive directors who had contested changes to the company's articles of association.

However, the dispute remained a bitter one to the end with the two-and- a-half hour emergency general meeting in central London marred by personal insults and ill-temper.

Sir John Hoskyns, Emap's chairman and Robin Miller, chief executive, were variously accused by shareholders of "double standards", "unethical behaviour" and of conducting personal vendettas. Mr Miller, who maintained a silence throughout, was accused of being "power seeking".

Their behaviour was compared to that of Boris Yeltsin's removal of dissenting voices from his cabinet.

The two directors, Professor Ken Simmonds and Joe Cooke, were eventually outvoted by a majority of three to one by a show of hands. When Anne Simpson of Pirc, the corporate governance lobby group, called for a poll, including proxies, it showed 109 million votes in favour of the pair's removal while 12 million voted against. There are 207 million shares in issue.

Sir John Hoskyns told the meeting that the breakdown in relations between the board and the two dissidents was irreparable and that their removal would end the row which has cast a cloud over Emap's share price. "I am confident that with these two resolutions passed, the board will be fully united and ready to give full attention to your company's business."

The row centred on a change of articles approved by an annual meeting in July. These removed a provision to retain at least five non-executive directors and enabled a director to be ousted if three-quarters of the board voted in favour.

At yesterday's meeting, which was attended by more than 100 shareholders, both Professor Simmonds and Mr Cooke delivered lengthy statements on their objections to the changes. Professor Simmonds said non-executives should have an over-riding responsibility to speak out when it was in shareholders interests. He warned that the board should not fall under the control of any one person. Quoting philosopher Sir Edmund Burke, he said: "For evil to triumph it only requires enough good men to do nothing."

He claimed the dissidents struggle was a "David and Goliath" affair with himself and Mr Cooke pitched against Emap's "well-oiled PR machine".

He said the board should address the succession question as Sir John is due to step down as chairman in 1998 and appoint non-executive directors who were not executive directors of other companies.

Mr Cooke accused Sir John and Mr Miller of conducting the corporate equivalent of a three line whip to get the board to agree the article changes.

Mr Cooke closed by saying : "The chairman and chief executive who pushed through these changes should not be left in charge of Emap much longer."

After both rebel directors had been heckled by shareholders for taking too long over their statements Anne Simpson of Pirc called for a poll and said: "It's very sad what has happened at Emap. But the good thing is that the decision is being made by shareholders."

Emap shares closed 5p higher at 735p.

Comment, page 19

Start your day with The Independent, sign up for daily news emails
News
ebooksAn unforgettable anthology of contemporary reportage
Latest stories from i100
Have you tried new the Independent Digital Edition apps?
Independent Dating
and  

By clicking 'Search' you
are agreeing to our
Terms of Use.

iJobs Job Widget
iJobs Money & Business

Recruitment Genius: Payments Operations Assistant

£23000 - £25000 per annum: Recruitment Genius: They win lots of awards for the...

Recruitment Genius: Telephone Debt Negotiator

£13500 - £20000 per annum: Recruitment Genius: This nationwide enforcement com...

Guru Careers: Communications Exec / PR Exec

£25 - £30K: Guru Careers: We are seeking a highly-motivated and ambitious Comm...

Guru Careers: Pricing Analyst

£30 - 35k: Guru Careers: We are seeking a Pricing Analyst to join a leading e-...

Day In a Page

On your feet! Spending at least two hours a day standing reduces the risk of heart attacks, cancer and diabetes, according to new research

On your feet!

Spending half the day standing 'reduces risk of heart attacks and cancer'
Liverpool close in on Milner signing

Liverpool close in on Milner signing

Reds baulk at Christian Benteke £32.5m release clause
With scores of surgeries closing, what hope is there for the David Cameron's promise of 5,000 more GPs and a 24/7 NHS?

The big NHS question

Why are there so few new GPs when so many want to study medicine?
Big knickers are back: Thongs ain't what they used to be

Thongs ain't what they used to be

Big knickers are back
Thurston Moore interview

Thurston Moore interview

On living in London, Sonic Youth and musical memoirs
In full bloom

In full bloom

Floral print womenswear
From leading man to Elephant Man, Bradley Cooper is terrific

From leading man to Elephant Man

Bradley Cooper is terrific
In this the person to restore our trust in the banks?

In this the person to restore our trust in the banks?

Dame Colette Bowe - interview
When do the creative juices dry up?

When do the creative juices dry up?

David Lodge thinks he knows
The 'Cher moment' happening across fashion just now

Fashion's Cher moment

Ageing beauty will always be more classy than all that booty
Thousands of teenage girls enduring debilitating illnesses after routine school cancer vaccination

Health fears over school cancer jab

Shock new Freedom of Information figures show how thousands of girls have suffered serious symptoms after routine HPV injection
Fifa President Sepp Blatter warns his opponents: 'I forgive everyone, but I don't forget'

'I forgive everyone, but I don't forget'

Fifa president Sepp Blatter issues defiant warning to opponents
Extreme summer temperatures will soon cause deaths of up to 1,700 more Britons a year, says government report

Weather warning

Extreme summer temperatures will soon cause deaths of up to 1,700 more Britons a year, says government report
LSD: Speaking to volunteer users of the drug as trials get underway to see if it cures depression and addiction

High hopes for LSD

Meet the volunteer users helping to see if it cures depression and addiction
German soldier who died fighting for UK in Battle of Waterloo should be removed from museum display and given dignified funeral, say historians

Saving Private Brandt

A Belgian museum's display of the skeleton of a soldier killed at Waterloo prompts calls for him to be given a dignified funeral