Carpet maker Victoria in disarray after board culled at AGM

WORCESTERSHIRE carpet manufacturer Victoria has been left in disarray after a stormy annual general meeting left the firm with just one director in post.

The meeting saw shareholders oust both group managing director Alan Bullock and the managing director of the Australian division Barry Poynter, together with recently appointed non-executive directors David Garman and Roger Hoyle.

The cull means the trio of non-executives – Sir Bryan Nicholson, Geoff Wilding and Alexander Anton – who resigned last month in a bitter dispute over bonuses could now get re-elected at a special general meeting in October that would see them wrench control of the business and eventually sell-off parts of the group.

In a statement to Friday’s meeting, board chairman Katherine Innes Ker – now the only remaining member of the board – outlined the background to the events leading up to the turmoil.

She said: “This year’s AGM is unusual in that there has been a significant amount of disruption at board level, leading to the resignations of the former non-executive directors.

“In recent weeks significant differences arose between the former non-executive directors and the rest of the board in relation to an incentive scheme which they had proposed for themselves. Their scheme incentivised them to break up the business within two years and would pay them 50% of any value created after shareholders had received a fairly low threshold of £3 per share.

“This means that shareholders would have paid them as much as 25% of the value that already exists in your company. The former non-executive directors would have received such extraordinary rewards simply for being on the board at the time of the sale, rather than for creating any additional value.”

The board took legal advice and rejected the scheme. An alternative scheme was suggested but rejected, after which the trio resigned.

She said the issue had become so divisive that the board no longer operated effectively.

The three non-executive directors will now use the general meeting in October to seek reinstatement and they are likely to have the support of New Fortress Finance.

Ms Innes Ker had urged shareholders, for the sake of the business, to vote to maintain the status quo.

However, this was rejected.

Mr Wilding also spoke to the meeting and said that if reappointed, he envisaged becoming an executive director and intended to stay for a two-year period.

However, he declined to say whether the company would continue in its current form or whether parts of the business would be sold off.