Electra Private Equity has made further changes to its board following the appointment of Edward Bramson and Ian Brindle as non-executive directors and the resignation of former chairman Roger Yates in early November.
Bramson has been appointed chairman of the management engagement committee, Electra said. The committee’s duties include reviewing the terms of the management contract to “ensure that they are competitive and sensible” by satisfying itself that the investment management of the portfolio is “in accordance with the objective and investment policy” and that “all other duties of the manager” are being performed; as well as reviewing the overall performance of the manager; and, “deciding, on the continuation or termination of the agreement and by agreeing the terms and fees of any ongoing agreement,” according to Electra’s annual report published in September.
Prior to the appointment of Bramson and Brindle, who represent the London-listed investment trust’s largest shareholder, Sherborne Investors, which holds a 29.9 percent stake, activists Sherborne had been critical of the board’s independence from Electra Partners, which manages its portfolio, as well as operating performance and fees, as reported by Private Equity International.
Despite resistance from the previous board, Bramson and Brindle were appointed as directors following a close shareholder vote on 5 November, as reported by PEI. Of the 85 percent of shareholders that voted, 53.5 percent approved their appointment.
Francesca Barnes has been appointed chair of the valuations committee, Electra said. Another existing board member, senior independent director Roger Perkin, has been appointed chairman of the remuneration and nomination committee and remains chairman of the audit committee.
Geoffrey Cullinan, who was formerly chair of the management engagement committee, has resigned.
The board has decided to appoint “one or two” more non-executive directors in addition to a new chairman, Electra said. Kate Barker took over from Yates as interim chairman following the shareholder vote.
“Further changes to Electra’s Board always seemed likely once Sherborne had succeeded in getting its two representatives, Edward Bramson and Ian Brindle, appointed as directors,” Numis Securities said in a note.
“Edward Bramson is likely to have a significant involvement in the choice of the new independent Chairman, and it will be interesting to see whether the remaining board members are willing to work with Sherborne’s representatives in a constructive manner,” said Numis, which is Sherborne's house broker.