The board of OverFifty Group (OFG) was in disarray yesterday following a shareholder meeting that voted for the removal of four directors, including company chairman Murray Chessell.
Despite OFG issuing an 11th hour attempt to persuade shareholders to vote against its own director John McBain’s resolutions to remove board members, shareholders left OFG’s incumbent board stunned by overwhelmingly siding with McBain at yesterday’s annual general.
As a result, four new directors including three independent directors nominated on shareholders’ behalf by McBain were appointed to the board.
“The OverFifty Group needs the fresh ideas and financial discipline that these new directors will bring to the board,” McBain said.
“For too long the group has underperformed the market and its peers – this new board has the corporate experience and drive to reverse that.
“The board still retains a majority of independent directors, but it now has directors who can ensure the company pursues a profitable new direction.”
The new independent directors are Henry Davis York partner Roger Dobson, KPMG former audit partner Peter Done and Trustees Executors head of corporate development Deepak Kumar Gupta. The fourth new director is Century Funds Management general manager, property Jason Huljich.
The new directors replace former directors Jonathon Forster, Malcolm Gray, Robert Officer and chairman Murray Chessell, who were all voted off the board.
OFG released a notice to shareholders yesterday warning them that if McBain’s resolutions were passed shareholders would surely surrender control of OFG to him.
“In these circumstances it is clear to me, that Mr McBain would for all practical purposes be in control of the board and that Mr Martin’s (Chris Martin) tenure on the bard and as managing director would be in Mr McBain’s hands,” the notice said.
Earlier this month McBain sent a letter to shareholders claiming the underperformance of the company had been overlooked with current board members allegedly more interested in selling the group.
OFG released a counter letter asking shareholders to reject McBain’s move to replace directors, stating that the current board had: “overseen growth in share value in excess of 140 per cent on the $1 issue price in 2002, and has consistently delivered strong dividend income to shareholders”.
In October, McBain, who owns 12 per cent of the listed group and managers the group’s property arm, Century Funds Management, lodged legal proceedings against OFG claiming the board denied him access to documents released by the company’s appointed strategic review adviser Macquarie Bank.
OFG managing director Chris Martin did not return calls by deadline.
