Sir David Walker’s report may have been a damp squib as far as BOFIs are concerned (Banks and Other Financial Institutions) but at least most of the banks know what corporate governance is. There appear to be some in the City who need an even more basic education in the duties and obligations of directors and the rights of shareholders.
The board of Mitchell & Butlers – which owns the All Bar One, Harvester and Browns brands; with 200 outlets making it the UK’s largest pub operator – has been bullied apparently into accepting nominations of supposedly independent non-executive directors from large shareholders who may – or may not, depending upon which reports you read – have ulterior motives. The law quite plainly states that directors should have no partial interest while considering the affairs of a company. It would appear therefore that the M&B board were wrong in accepting nominated appointments of directors who carried other baggage and are now, most of them, in breach of their legal and fiduciary obligations.
All sorts of shenanigans have been taking place with threats to the board – including “heated debates’; apparent threats of physical violence and threats of egms to oust non-compliant directors. The ‘tainted ‘ non-execs have now been sacked by the independent non-execs but there is also serious concern about stock being loaned out – presumably to short sellers – which may affect any voting for future shareholder-based decisions.
All this after M&Bs balance sheet was weakened last year by £400m of losses on daft property speculations.
The cut and thrust of corporate politics is great fun to watch – unless you are a shareholder. The obvious thing to do given the damage being wreaked on the company by this unseemly brawling of the directors is for the shares to be suspended by the Stock Exchange until the directors sort out their own mess and report properly to the shareholders.
Just why the Stock Exchange is so supine in this case is anyone’s guess.
Saturday, 23 January 2010
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