Tue | Oct 16, 2018

Access board battle today

Published:Wednesday | September 10, 2014 | 12:00 AM
Marcus James

Six vying for 3-4 seats

Neville James joins his son on board

Neville James, the father of the founder of Access Financial Services, will join the board of the microfinancing, and CEO Marcus James has nominated three others as directors in a move to reclaim control of the company's board.

Meanwhile, James lost a last-minute bid in the Supreme Court on Tuesday to curtail voting of more than 27 million shares referenced in a standstill agreement, according to a notice filed with the stock exchange after market close.

Wednesday Business has also learned that Mayberry-connected board directors will ask shareholders to increase the board from its current six to seven members.

Both Neville James, as well as Gary Peart's selection as 'shareholder directors', were previously disclosed to the Jamaica Stock Exchange in a market filing published on September 1. These two seats - being filled by opposing sides in an ongoing boardroom fight that has spilled over into court - are expected to be ratified without challenge at Access' annual general meeting set for today in Kingston.

Marcus James, as CEO, also automatically retains his position on the board, leaving three of the six seats to be contested, or four if the increase in directorships is approved. There are six candidates vying for the open slots.

Amid ongoing efforts by top shareholder Mayberry West Indies Limited and its connected directors to remove Marcus as CEO of the company, James is said to have nominated business expert Sandra Glasgow, managing director of Bellindo Limited, Douglas Lindo, and attorney Camille Shield to contest for the seats held by Peter McConnell, Christopher Berry and chairman Brian Goldson, whose terms have expired.

"While I am certain that all directors have Access' interest at heart, there may be a divergence of visison," James said last night, when asked why he had put forward his own slate.

uncontested appointment

McConnell first joined Access' board in April 2014, Berry has held his seat since 2006 and Goldson since 2007. The three are said to be seeking re-election, but Alexander Johnson is not.

Typically, stock market companies will include a 'Notice of Annual General Meeting' in their annual reports, detailing the votes to be taken and the business to be conducted, but Access Financial's 2013 report excludes the notice.

Peart, the company secretary for the microfinancing firm and Mayberry's appointee to the board, said while it may be general practice, "there is no requirement the notice" in the annual report.

He declined comment on the contestants, but told Wednesday Business that all candidates had been properly nominated and shareholders duly advised of the list of contenders.

"All relevant notices have been sent out," he said.

Peart was nominated by Mayberry as its shareholder director while Marcus tapped his father. Neville will be new to the board, but Peart has been a director since September 2006.

Peart said that each shareholder with a stake of 20 per cent or more in Access is allowed to name one director to the board - the shareholder director - and that such appointments are usually uncontested. Marcus, who took the company public in 2009 with Mayberry Investments Limited as financial adviser, now owns 41 per cent of Access, while Mayberry West Indies owns 39 per cent.

Essentially, Neville takes up a slot to be vacated by executive director Alexander Johnson, who is not seeking re-election. Johnson originally joined the board in October 2008 as shareholder director nominated by James. The Access CEO said Johnson has advised him that he wanted to concenrate on his job at Access as business development manager and thought the directorship was interfering with that.

Today's meeting is also seen as crucial to the selection of the next chairman - a position decided not by floor votes but by board members, who tap the candidate from among themselves.

James said he has not discussed the chairmanship but that either Glasgow or Lindo would be a good fit. Neither himself nor his father are in play for the chairmanship, he said.

James has been fighting efforts by Access Financial's board to remove him since April. At one point he was stripped of his powers but not his title as CEO, and director Johnson, who is also Access' business development manager since 2011, was named co-CEO. That decision was rolled back in July on the orders of the Supreme Court, pending the outcome of the lawsuit filed by James against Mayberry West Indies, Peart, Berry and Goldson.

The 13-point order by Supreme Court Justice Bryan Sykes in July bars the defendants from removing James as CEO, altering his salary or emoluments unless they are being increased, or attempting to discipline him, and from voting the shares of Access "in a manner contrary to the terms of standstill agreement" with James before the lawsuit is tried; but it also allows the board to make decisions regarding the operations of Access Financial.

James is arguing that a standstill agreement bars the board from removing him as CEO. Mayberry and its connected directors disagree and are contesting the suit.

Access' board also filed a $33 million counter-suit against James and two companies Renew Limited, the leaseholder of the building which serves as Access Financial's headquarters, and Nenan Limited, which owns the property - alleging that funds used to renovate the building was spent by James without approval by the board to the detriment of Access.

Meanwhile, in a press advertisement Sunday under the signature of Chairman Goldson, Access Financial has advised that all shareholders may cast their votes as they see fit at today's meeting, saying they may have formed a different impression from the advertisement taken out by James two weeks earlier, on August 24, highlighting the portion of Sykes judgement that referenced the standstill agreement.

James' ad did not itself make the assertion.

"The court has not sought to interfere with your right to exercise all your voting rights at the AGM or at any other general meeting of the company," he wrote. "I repeat, you are entitled to vote at the AGM in your interest as you see fit."

Peart said Access' board had sought and got clarification from the judge that the order does not impede voting at the AGM.

James returned to court on Tuesday morning to "sterilise or put into abeyance" four block of shares totalling more than 27 million units held by or otherwise connected to Mayberry and Goldson, but his request was denied, according a letter to the JSE written by Peart.

James said his objective was to clarify the aspect of Syke's order in July that dealt with the standstill agreement. He confirmed the outcome, saying the judge had affirmed that his intent was not to restrict anyone from voting their shares.

The AGM gets underway at 3 pm today at the Courtleigh Hotel in New Kingston.

Reporter Richard Browne contributed to this story.