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Henderson looks to oust North Sea oil explorer CEO
by Alex Plough on Apr 13, 2012 at 08:36
The asset manager already holds around 29% of Lochard through its funds as well as the backing of two major shareholders, which has brought support for its proposals to 40%.
Henderson’s director Adam McConkey said in his most recent letter to shareholders that the firm is talking to holders of another 10% of equity to get their support ahead of an extraordinary general meeting (EGM) on 23rd April.
The row began at the end of February when Strathclyde Pension fund, for whom Henderson manages money and holds 6.25% of Lochard, called for an EGM to vote on the removal of chief executive officer Haydn Gardner and director Lincoln McCrabb.
In a letter sent to shareholders, McConkey singled out Gardner for particular criticism and attacked his track record, relevant experience and remuneration.
McConkey noted that Gardner’s pay package increased by 263% since the Lochard floated in 2004.
Lochard board members reacted by ousting James Brooke, Henderson’s representative, and Peter Youd, who supported Brooke, claiming that their ‘strong allegiance to Henderson’ was not in the best interest for shareholders.
Henderson rebutted the accusations and launched a second EGM for 23rd April to vote on reinstating Brooke and Youd, as well as renewing its call to dismiss Gardner and McCrabb from the board.
‘Henderson’s view is that [dismissing Brooke and Youd] was taken to frustrate a legitimate shareholder requisition and that the action taken by Haydn Gardner, Lincoln McCrabb and Michael Rose was an abuse of the power granted by article 105 and in breach of their statutory/fiduciary duties as directors of the Company,’ said Henderson’s director Adam McConkey.
‘Henderson does not requisition EGMs lightly. We considered our options carefully before deciding to go down this route and gave every chance for a settlement to be agreed…However, the major sticking point concerned the make-up of the board after his departure, which we did not feel it was appropriate for an outgoing CEO to dictate.'
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