Wed | Sep 19, 2018

Access owners vote for status quo under high security

Published:Friday | September 12, 2014 | 12:00 AM
CEO of Access Financial Services, Marcus James.-File
Business expert Sandra Glasgow (left) and Brian Goldson (right) at the annual general meeting of Access Financial Services Limited held at The Courtleigh Hotel in New Kingston on Wednesday, September 10. Glasgow's bid for a seat on the board failed. Winston Sill/Freelance Photographer

Richard Browne, Business Reporter

IT MAY not be unprecedented, though none of the people polled were able to recall a similar incident, but it is highly unusual for the annual general meeting of a small company at a secure venue in Jamaica's top business district to be held under armed guards.

On Wednesday, there were at least four hired security personnel guarding the doors of the meeting room at The Courtleigh Hotel, where about 100 shareholders or their proxies were attempting to decide on the composition of a new board of directors. Initial reports had said 40 participants.

Members of the old board and the CEO of Access had set the stage for what was expected to be a contentious vote for rival nominees. The camp is split among the top two shareholders - Mayberry West Indies Limited, which owns about 39 per cent of Access and the company's founder and CEO Marcus James, who owns 41 per cent.

Mayberry and James are duking it out in court, as the founder attempts to stave off any plans to oust him as CEO.

Company Secretary Gary Peart, who is a Mayberry nominee on the board, said late Wednesday that Access hired the guards to ensure that the right people had access to the small venue, where the meeting lasted about five hours.

At the end of that process, six directors were elected, with Neville James, the father of Marcus, as the only new addition. Neville replaced Access' business development manager Alexander Johnson, who did not seek re-election. The other five retained their seats - Gary Peart, who is CEO of Mayberry Investments Limited; Christopher Berry, the chairman of Mayberry Investments; businessman Peter McConnell; businessman and investor Brian Goldson; and Marcus James.

None of the other three persons nominated by Marcus James - Sandra Glasgow, Douglas Lindo and Camille Shields - were elected to the board.

The meeting also voted to increase the board from six to seven, but the additional seat remained unfilled. Peart said on Wednesday night that an appointee would be decided later. Before the meeting, he told Financial Gleaner that the additional directorship was meant to address some of James' concerns about the independence of the board.

Access Financial is a 14-year-old company that went public in 2009 as the pioneer stock on the JSE Junior Exchange, with Mayberry Investments as financial adviser. The company is in the business of microlending with a loan book of $1.12 billion, a network of about 15 branches, and total assets of $1.27 billion at year ending December 2013.

The armed personnel guarding Access' meeting venue in New Kingston on Wednesday were attached to King Alarm. The security company's CEO, John Azar, was also on location.

"We wanted to make sure everything ran smoothly," said Peart, "and that the key people were able to come in."

Efforts to get comment from Marcus James on the matter were unsuccessful up to press time.

But the security presence was shocking to at least one meeting participant who had never experienced such security measures at any other AGM.

"These were high stakes, because there was a challenge from James. Maybe they were anticipating something," said the person, who spoke on condition of anonymity.

"I don't know what they were thinking," the person said.

Orette Staple, a shareholder who frequents AGMs and speaks up for minority rights, left the meeting after about 10 minutes. "I don't feel free inside there today," Staple said on his way out the door. "I'm just not into the politics thing."

About 100 shareholders were in attendance at the closed-door meeting, the largest AGM the company has ever had in its history. The number also represented more than a third of the company's total 285 shareholders.

Several people who wanted to attend the meeting could not because they did not hold shares, or did not have a sealed and stamped proxy agreement. Officials from the Jamaica Central Securities Depository checked each shareholder on their list, before handing them voting forms.

The vote was adjudicated by the JCSD team led by Michelle Sirdar.

Marcus James had made a last-ditch effort to curtail voting of more than 27 million shares held between Mayberry and Goldson, but the court turned down his application. James said on Tuesday night that his intent was to clarify an earlier ruling by Justice Brian Sykes relating to a standstill agreement.

Any tension that might have resulted from that challenge was not referred to by either Goldson or James, who showed a united front and said the meeting had run smoothly after it ended on Wednesday night.

"It was not a battle," Goldson said, it was a "very civil affair".

"Points of contention were not raised," Goldson told the Financial Gleaner. "At the end of the day, the results have been accepted and we just want to move on."

The sentiment was echoed by Marcus James. "I welcome the new board and look forward to continue building value for shareholders," he said.

The AFS shares are currently trading at about $10, off its recent high $13.50 but still more than a dollar above the trading price of $9 that was in play when the court fights began in April.