agm announcement out , page-12

Buddy said;

But, if Mr Whittle is going fishing along with Mr. Askin, then we only have one left eligible for Re-Election. And that is "DUNMORE".

If both Whittle and Askin are gone, then we only have 4 left on the Board. And, 1/3rd of that, amounts to 1.33 which, rounded up to the nearest figure, will give only one Director to be seeking re-election.

With respect Buddy that is not correct.

If Mr Askin goes before or at the latest on the day at the AGM, that will leave 5 directors on the board, including Whittle, not as you overlook or suggest he wont be there.

Even if there is only 4 board members, then it will still need 2 to stand, as only 1 director is 25% not 33% .


Clause 13.2 of the Constitution requires that 1/3 stand (33.3%) and that it rounded up for avoidance of doubt.

If only 1 stands that will be 1/5 of 5 directors only (20%)

So 1/3 of 5 (or 4) directors is 1.33 approx so it needs to be a min of 2 to stand to comply with 13.2.


Could I assume that it would be as simple as saying "two gone and one to go". Could we be so lucky??

I think it is a good bet that Mr Dunmore will not receive the support from Insto's to stay in the job.

Why I say that is if as we suspect Mr Askin is going fishing and will not be on the board shortly, then Mr Dunmore is the only old board member still in place. (ignoring Mr Whittle for the moment)

If Mr Dunmore (and Askin) are not removed before or at the AGM vote, then the shareholders can have a second bite by voting against the remuneration report and attempt to remove Dunmore and Askin at the board spill.

Unfortunately all board members have to stand for re-election.

Not that there would be any problem in R Cottee and Gasteen and Herrington being re-elected, but its a distraction the company does not need and opens the door for some others to take advantage of the board spill and try and elect there own candidates onto the board.

I suspect that the board will not want to have a spill, ( or others they don't want on the board) and if Dunmore and Askin are gone, I suspect that no one (meaning not enough) will vote against the remuneration report, thereby avoiding the spill.

Fairly simple solution for RC and co, leave Mr Dunmore to fend for himself, let Mr Askin move on and then go forward without any of the old board in place and with room to appoint others as and when needed.

BUT let me say this, it will need to be very clear to the shareholders very soon that Mr Dunmore/ Askin et al are going before the votes start to be recorded, it only needs 25 of the total vote caste to cause a spill.

Shareholder may well take the safe position of lets vote against Mr Dunmore and also against the remuneration report as he may not get removed, so lets take out some insurance by also voting against the report and not have to wait another 12 months or bring on a s249D notice again.


CB