Harold Abrahart said the face-to-face meeting with Kevin Maxwell - the late publisher's second-in-command - came after he wrote a "critical" memo in September 1991 about the situation.
On the 11th day of the trial of Kevin and Ian Maxwell and two advisers, Mr Abrahart told the court he had felt at the time that pension fund shares should be held in "external custodianship". He was also unhappy that cash totalling pounds 85.8m belonging to pensioners should be held in a call deposit account in a private Maxwell company, Robert Maxwell Group (RMG).
Mr Abrahart said it was not long before Kevin Maxwell called him to his office. "I was a little nervous because I had expressed a certain amount of concern and perhaps dissatisfaction at the way things were working at the time," he said.
Richard Lissack, one of the barristers in the Serious Fraud Office's (SFO) prosecution team, asked: "Of whom were you being particularly critical in the note do you feel?" Mr Abrahart replied: "Probably Kevin Maxwell." He said the executive assured him first that the shares would be placed with an external custodian.
On the second point, Kevin Maxwell told him that a transaction at that time going through the company would result in a "dramatic reduction" of the call deposit balance between RMG and the pension fund managing arm, Bishopsgate Investment Management (BIM). "That meant that money would be refunded to BIM so that there was less money on deposit with RMG," Mr Abrahart explained.
At first he was content with the assurances the publisher's son had given him, he said.
"But it was only afterwards I realised there had been no specific figures or timescale mentioned on those two things and in fact there were no concrete undertakings there," he added.
The Crown has alleged that in 1991 two blocks of pension fund shares, worth more than pounds 122m, were used to pay off the debts of an unlisted Maxwell company and to secure a bank loan for the same company.
One charge, which Kevin, 36, alone faces as an alleged conspirator with his late father, relates to 5.4 million shares in a successful Israeli printing company, Scitex. A second allegation names him, his brother Ian, the financial adviser Larry Trachtenberg and former finance director Robert Bunn and concerns dealings in 25 million shares in Teva, a pharmaceutical company.
The trial was adjourned until today.