Tony Berry: 'Likeable, charming, too much power'

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A LIKEABLE and charming man with too much power and too little accountability to his board is the inspectors' description of Tony Berry, the former chairman of Blue Arrow.

He built Blue Arrow from a small private company into a very large public group, a 'substantial achievement' by a man whom the inspectors complimented as 'neither ruthless nor arrogant'.

But he continued to run Blue Arrow as he had always done, despite its transformation into a very substantial international public company through the takeover of Manpower Inc of the US.

After the transition, he failed to be sufficiently accountable to the board and had an ambivalent attitude to the non-executive directors, including Norman Tebbit.

To an extent he was a victim of circumstances, because the consequences of the Manpower takeover became too much to cope with amidst a blaze of media attention, the inspectors say.

He was under enormous personal and corporate pressures, including the after-effects of the 1987 stock market crash. Shortly before the crash, he had borrowed pounds 7.7m from Barclays Bank to buy shares in the rights issue that paid for Manpower.

But by the following September, ahead of the transactions that led to the inspectors' report, his net worth had fallen to pounds 1m.

These pressures could in part explain Mr Berry's actions, but did not excuse them, the inspectors maintain, after a barrage of criticisms of his acts and omissions. 'Such conduct was clearly not acceptable for someone in a position of authority in a public company,' they conclude.

The inspectors dissect Mr Berry's business dealings in detail. Their key accusations are that he breached his fiduciary duty to Blue Arrow in four separate areas.

He deliberately made two misleading statements to his board about the Canvey Island property deal with Peter de Savary. First, he told the board that Mr de Savary had given a guarantee on Blue Arrow's pounds 25m investment, when Mr de Savary had not. Second, he omitted to say that there was an urgent deadline to be met because there was an alternative purchaser.

If the board had known, it would have been clear to the directors that this was their only opportunity to consider the matter, the inspectors say.

He concluded the Canvey deal without board approval. The inspectors examined a minute of a board meeting on the subject on 30 November 1988 that ends: 'It was resolved to proceed with caution.' They dismiss his claim that this confirmed board approval, saying he cannot genuinely have believed this was so. Board members did not regard the meeting as having given approval. The inspectors say he carried out the deal without authority.

The inspectors accuse Mr Berry of deliberately omitting to inform the board about a revision to the Blue Arrow Challenge shareholders' agreement, which in effect extended the period during which Blue Arrow and Mr de Savary collaborated in an America's Cup yachting challenge.

This was deliberate, because he 'knew that to tell them could affect his chances of a sympathetic response to the Canvey transaction'. He intended Canvey profits to defray the extra pounds 15m expense of the America's Cup.

Costs had already soared, with one item, a 1930s tug to be converted into a hospitality vessel, costing pounds 2.5m, five times the original estimate. The challenge also bought a pounds 200,000 flying boat, a Grumman Goose.

Mr Berry did not bring to the board transactions in which he had an 'actual or possible conflict of interest and duty'.

These were a joint property venture in Portugal with LandLeisure and share transactions between Blue Arrow and Tottenham Hotspur football club, where he was a director and shareholder, and where his dealings contravened the Companies Act.

Blue Arrow plc, HMSO, pounds 55.