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Let’s not mince words. The credibility of this board is shot to pieces. Ian Russell was on the board when it decided to make Pacificorp the cornerstone of ScottishPower’s international strategy; five long years and a West Coast power crisis later, Russell as chief executive is shredding the strategy, all but withdrawing from America, and downsizing the company.
If these words sound harsh, they are as nothing to what institutions have been telling Russell since he dropped the bombshell a couple of months ago. And to their great credit, small shareholders did not spare the board at the annual meeting on Friday.
Remember, this is not the first strategic gaffe by ScottishPower. As one shareholder put it, “ScottishPower went into water, and got its feet wet; went into telecoms and got the wrong number; presumably you’re not going to get out of electricity?” Another called the latest strategy a salvage operation.
Inevitably there was fierce criticism of a new pay structure, which removed share options in favour of huge cash bonuses. As a result, Russell takes home £1.38m for finding a buyer and downsizing the company, while across in Perth Ian Marchant, chief executive of rival and predator Scottish and Southern Energy, takes home slightly more than half that for delivering growth.
It is always worrying when the chairman of the remuneration committee has an American accent. But to his credit, non-exec director Nolan Karras virtually gave a commitment that Russell’s pay packet would be downsized too.
By the time he had been accused of presiding over a strategic shambles in exchange for a stratospheric salary, Russell still had to face the continuing protest by native Americans over the loss of Klamath salmon fishing caused by dams built almost 100 years ago. This particular problem, complete with protesters in full Native American tribal gear, will head for the annual meeting of Mid American, buyers of Pacificorp.
In the meantime, back in the concert hall, the purple and green “thistle” lighting made it hard to see how deeply directors were blushing. Incredibly, the chairman Charles Miller-Smith spoke of “outstanding performance” and held out the carrot of $4.5 billion (£2.6 billion) returned to shareholders once the US deal had gone through. Not many were listening.
Despite the harsh questioning, no shareholder landed a knock-out blow. Where will the company be next year? Will Russell be in charge? Was that ScottishPower’s last annual meeting? These are real questions, and any amount of flannel from the chair will not make them go away. This board looks old and tired.
For a start, the four American directors will go with Pacificorp. Strip out the older non-execs, and you are left with the two remaining executive directors who bought and sold Pacificorp, two young executive directors who must be the succession plan, and Diageo’s Nick Rose to referee.
It’s no wonder that ScottishPower’s shares are just over £5, the highest for two years. Miller-Smith admits there “may be” a takeover premium; the market says you can bet your bottom dollar. Russell insists the slimmed-down ScottishPower will have strong growth; the market may like the company but not the management.
Some market watchers last week were suggesting an imminent takeover ahead of completion of the Pacificorp disposal, which is unlikely because the small print hides a poison pill designed to block such a move — $250m payable to Mid American. By the time the deal goes through, Eon, Centrica, SSE and the rest will have their firepower ready. But if Friday wasn’t the last annual meeting of ScottishPower, it was surely close to the end for many of the directors.
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