Dolphin Capital has announced this morning that “Following consultation with the majority of the Company’s shareholders, the Investment Manager, its Nominated Adviser and the existing Board, the new members of the Board and their respective roles will be as follows:
- Laurence Geller, Independent Non-executive Chairman;
- Robert Heller, Independent Non-executive Director;
- Graham Warner, Non-executive Director;
- Mark Townsend, Non-executive Director; and
- Justin Rimel, Non-executive Director.
Miltos Kambourides will remain on the new Board as a Non-executive Director and a representative of the Investment Manager. David Heller has resigned as Chairman of the Board and will remain as a Non-executive Director and Roger Lane Smith will remain as an Independent Non-executive Director. Andreas Papageorghiou, Christopher Pissarides, Cem Duna and Antonios Achilleoudis have stepped down from the Board with immediate effect.”
The statement goes on to say that the new Board will work with “the Investment Manager to review the Company’s strategic business plan and management compensation structure with a view to streamlining its development plans, monetizing non-core assets and further improving the alignment of interests of the Investment Manager with shareholders. The overall objective is to narrow the current share price discount to net asset value and accelerate returns to shareholders. Further details will be communicated to shareholders after the review has been completed by the new Board.”
- And also, the Company has also taken the opportunity to improve certain aspects of its corporate governance arrangements. Board resolutions have been passed to amend the articles of association of the company with the effect that:
- if the Board is discussing a contractual arrangement between the Company and a director, or an affiliate of such director, such director must not participate in such discussions;
- shareholders holding 7.5 per cent or more of the Company’s issued ordinary share capital will be entitled to appoint an observer to the Board for an initial 12 month period commencing on the date of this announcement;
- the quorum requirement for shareholder meetings is reduced from shareholders representing at least 50 per cent of the issued shares to two shareholders present in person or by proxy;
- the maximum number of Directors is increased from seven to nine; and
- the casting vote given to the Chairman of the Board in the case of an equality of votes at any meeting has been removed.
DCI : Boardroom shake up at Dolphin Capital