In a letter to Cook's shareholders, Triplex seized on Mr Cook's five- year rolling contract, which has seen him earn more than pounds 500,000, or up to 11 per cent of William Cook's profits, in each of the last four years.
"Andrew Cook's remuneration package has performed much better than your company's share price," said Graham Lockyer, Triplex's chief executive. "Poor corporate governance at William Cook is so extreme that it is not an esoteric debate. It is a monetary issue which has had, and without Triplex Lloyd's offer will continue to have, an adverse impact on shareholder value."
Triplex highlighted Mr Cook's service contract, which entitles him to a Bentley Turbo and a Land Rover Discovery, both of which can be replaced every two years by a new car of the same model.
Mr Cook is also the only director employed by William Cook and is entitled to retire on a full pension at the age of 55. William Cook has no finance director on its board. The other four directors are all engaged as self- employed consultants.
Mr Lockyer pointed out that of the two non-executive directors, one is 71 and the other, aged 83, has sat on Cook's board for 41 years. Mr Cook, who recently described his pounds 1.5m "golden parachute" as a "pittance", has promised to sharpen up his corporate governance act by announcing plans to split the role of chairman and chief executive and to appoint at least one new non-executive director if the Triplex Lloyd bid lapses.
William Cook is expected next week to quantify its forecast of a "substantial improvement" in profits for the year to March 1997.