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John von Spreckelsen, who attacked Nisa’s corporate governance record two months ago, stepped down from the board last Wednesday.
The move comes after Nisa’s board, led by Dudley Ramsden, the chairman, proposed to give itself new powers to dislodge board members. The powers, contained in a list of special resolutions, will be put to shareholders for their approval at a meeting on December 22, the peak of the retail period.
In a letter disclosed by The Times in September, Mr von Spreckelsen accused Mr Ramsden of dominating the company’s board and criticised the way that a new pay deal for Nisa’s chairman was approved.
Nisa’s annual meeting, which was set for November 29, was rescheduled two weeks ago in order to put the new resolutions to members and after distribution problems at the firm’s new warehouse.
Nisa members, who declined to be named, said that they were “deeply concerned” about the date of the meeting at the Heathrow Park Inn, Middlesex, which makes it difficult for many members to attend.
At the meeting, members will be asked to vote on special resolutions to change the articles of association of Nisa so that retailers with more than 2 per cent share of the UK food and grocery market will no longer be able to be members of the buying group — effectively ejecting Somerfield.
Further resolutions allow Nisa to disqualify or remove directors if they do not attend a board meeting for six months without board permission. As the Nisa board meets only three times a year, this could mean a director being removed after missing only one meeting. Any director can also be summarily removed by an ordinary resolution if it is passed at a general meeting. In the event that a member is removed then the buying group can buy that member’s shares in Nisa at a price set by Nisa ’s own board.
One member said: “These resolutions are skewed to get rid of directors that he (Mr Ramsden) wants to get rid of.”
Mr Ramsden said yesterday that the new resolutions were a “tidying up exercise” intended to clear up old articles of association that allowed, for example, a member company’s representative on the board of Nisa to remain in place for up to three years after their company had left the buying group.
He said that Somerfield had already voluntarily expressed a wish to leave Nisa before the special resolutions were put to Nisa’s board and that Mr von Spreckelsen’s resignation was therefore no surprise. He said: “We have every right to look at the articles of association. It was never envisaged when we set up Nisa that it was set up for the multiples benefit.”
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