Nick MacAndrew, chairman and director of F&C Asset Management, and Brian Larcombe, company director, were voted out of office on Thursday by shareholders of F&C Asset in a special meeting in London.
Edward Bramson, partner and portfolio manager at private equity firm Sherborne Investors, was named chairman, according to an F&C regulatory statement.
The vote to remove Mr. MacAndrew was 65% in favor and 35% opposed, while the vote to install Mr. Bramson as a director was 70% in favor and 30% opposed.
“It is time for putting difference of opinion and judgment aside, for building bridges and most particularly for remembering that what matters most are the best interests of F&C,” Mr. MacAndrew said in the statement.
Ian Brindle and Derham O’Neill were also voted in as directors. Mr. Brindle was formerly the U.K. chairman of PricewaterhouseCoopers and is chairman of Sherborne Investors (Guernsey) A Ltd. Mr. O’Neill was a senior partner at law firm Clifford Chance, and is chairman of Schroder Asian Property Managers.
The shareholder vote brings to a close a verbal struggle between F&C’s board and Sherborne regarding F&C’s strategy. Sherborne holds more than 17% of F&C Asset’s shares. According a Jan. 19 regulatory filing, Sherborne questioned F&C’s existing strategy to “add revenues in areas that have higher gross fees than those of F&C’s traditional businesses,” as well as its purchases of real estate manager REIT in 2008 and Thames River Capital in 2010.
“We believe that investors typically ascribe lower valuation multiples to earnings from more volatile sources, such as performance fees, than to those from more recurrent sources, such as annual management fees,” according to the Jan. 19 filing. “The board’s strategy is therefore … diverting the company’s capital and other resources away from activities that are accorded high valuations by the market towards riskier activities that the market does not value highly. Such a strategy does not appear to be a formula for maximization of shareholder value, however well it may be implemented.”
In a regulatory filing response on Jan. 19, Mr. MacAndrew said, “Sherborne has failed to articulate an alternative strategy for F&C and has failed satisfactorily to address our concerns that its board nominees lack the necessary experience for (a regulated) fund management business. A partial and flawed critique of the past is not a strategy for the future.”