Emap's dissident directors voted out
Tuesday 03 December 1996
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
- 1 Three-year-old ultra-Orthodox Jewish children told 'the non-Jews' are 'evil' in worksheet produced by London school
- 2 Moscow voted the world's unfriendliest city
- 3 The excuses your boss is most likely to believe when you call in sick
- 4 I'm pansexual – here are the five biggest misconceptions about my sexuality
- 5 More than 11,000 Icelanders offer to house Syrian refugees to help European crisis
The one chart that shows how George Osborne is almost certainly going to be our next Prime Minister
The excuses your boss is most likely to believe when you call in sick
Bono's group has made more money from Facebook investment than from all his music
Three-year-old ultra-Orthodox Jewish children told 'the non-Jews' are 'evil' in worksheet produced by London school
Wikipedia rocked by 'rogue editors' blackmail scam targeting small businesses and celebrities
Climate change: 2015 will be the hottest year on record 'by a mile', experts say
Jeremy Corbyn calls Osama bin Laden's killing a 'tragedy' - but was it taken out of context?
If these extraordinarily powerful images of a dead Syrian child washed up on a beach don’t change Europe’s attitude to refugees, what will?
Tony Blair attacks Jeremy Corbyn's 'Alice In Wonderland' politics
Theresa May says migrants should be banned from entering the UK unless they have jobs lined up
If you're not already angry about the refugee crisis, here's a history lesson to remind you why you really should be
iJobs Money & Business
£14000 - £16000 per annum: Recruitment Genius: This company was established in...
£20000 - £25000 per annum + OTE 40k: SThree: SThree are a global FTSE 250 busi...
£20000 - £25000 per annum + competitive: SThree: SThree are a global FTSE 250 ...
Voluntary and unpaid, reasonable expenses reimbursable: Reach Volunteering: St...