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

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