That's because in less than three weeks time activist shareholder New Fortress Finance Holdings has requisitioned a general meeting to vote all the company's remaining directors off the board and replace them with former chairman Alexander Anton and his two associates, Geoffrey Wilding and Andrew Harrison. New Fortress and the Anton family control around 41 per cent of Victoria's share capital.
But this is more than a change at the top as Mr Anton, Mr Wilding and Sir Bryan Nicholson all stepped down as non-executives of Victoria last month after their own proposed management incentive scheme was rejected by the board. It was hardly a surprise given the controversial scheme offered the three non-executive directors' huge incentives to break up the company within two years. In fact, they would have received 50 per cent of all returns made to shareholders above 300p a share. To put that into perspective, Victoria has a net asset value of £40.3m, or 585p a share, so the trio could have banked millions for simply sitting on the board and overseeing the sale of the company.
The UK Individual Shareholders Society supports the current board's stance in no uncertain terms, noting: "This seems to be an outrageous case of a few larger shareholders trying to gain financial advantage for themselves as opposed to benefiting all shareholders. Directors should act in the interests of all shareholders, not just in their personal interests, and they should not require these grossly excessive incentive arrangements to simply do their jobs to the best of their abilities as non-executive directors."
Shareholders should also note that earlier this year, "Victoria received three separate offers valuing the equity at between 360p and 425p," according to Mrs Innes Ker. This clearly raises the question as to why other investors would want any such management incentive scheme in place when third parties have already shown an interest in buying Victoria at prices significantly above 300p a share.
Investors Chronicle can also reveal that Victoria commissioned Deloittes in the summer to come up with an alternative incentive scheme in accordance with the UK Corporate Governance Code and the guidelines of Association of British Insurers. The Deloittes scheme involved a minimum of 400p a share being returned to shareholders and the trio of directors receiving 50 per cent above this amount, but any payout capped at 10 per cent of the total return. This could still have seen them make up to £4m, but the proposal was turned down.
Mrs Innes Ker is clear about the intentions of the investors requisitioning the general meeting: "They want to bludgeon other shareholders and break up the company as soon as possible. However, we could appoint a merchant bank to do that and the fees would only be 0.5 to 1 per cent." Shareholders are also in the dark as to the likely remuneration package of the proposed new directors and the future strategy for the business.
So far shareholders representing 28 per cent of Victoria's share capital are supporting the current board. But, even if other outside shareholders would prefer a break up of the company, there are surely better ways of realising maximum value for all shareholders and narrowing the 55 per cent share price discount to book value. As Mrs Innes Ker says, every vote counts.
