Victoria directors quit in row over bonus payouts

CARPET manufacturer Victoria has undergone more bloodletting after a row over potential bonus payouts lead to the resignation of several non-executive board members including Alexander Anton, the man who led the consortium that seized control of the Kidderminster firm earlier this year.

Also quitting is Geoff Wilding, who was appointed as a non-executive director along with Mr Anton when the new board was constituted following the coup in March.

Speculation over the resignations is thought to revolve around the payout of a possible bonus should the company be sold.

In a statement, Victoria said: “Since their appointment, the board has undertaken a full strategic review of the group’s businesses and has unanimously concluded that Victoria’s ongoing strategy should be to continue developing its Australian and UK businesses through sales growth, margin enhancement and a shift towards a distribution based business from its historic manufacturing and supply model.

“The board has also concluded that corporate M&A activity would be considered where there are opportunities to generate accelerated returns to shareholders.
 
“Significant differences have, unfortunately, arisen between the non-executive directors and the rest of the board, including the chairman, in relation to the execution of the company’s strategy in circumstances where the non-executive directors expected a significant financial interest in its outcome.”

It said the non-executive directors had proposed that an incentive scheme should be set up under which they would potentially receive a substantial share of returns made to shareholders.  

The board said that having taken legal advice it could not authorise the incentive scheme and that a revised proposal was rejected by the non-executives.

Reports have suggested the original proposal would have seen, in the event of a takeover, the non-executives receiving 50% of the value of any deal above 300p per share.

The board has moved quickly to appoint successors, with David Garman and Roger Hoyle joining as new non-executives.

Mr Garman, currently a non-executive director of Phoenix IT Group, is also the Senior Independent Director of Quinton-based St. Modwen Properties.

Mr Hoyle is a non-executive director of the venture and growth capital fund management company, Enterprise Ventures Group Ltd.

Victoria’s chairman, Katherine Innes Ker, said: “Today’s board changes reflect irreconcilable differences between the non-executive directors and the rest of the board as how best to execute the company’s strategy for the benefit of all shareholders and as to how proceeds arising from implementation of the strategy should be distributed.
 
“We have a clear and achievable strategy in place for the company which the board believes will maximise returns for all shareholders and which was supported by all directors, including the non-executive directors.”