GRACE, KENNEDY & Company, which has managed Kingston Wharves for the past 57 years, has decided to give up the multi million dollar contract as part of an agreement to resolve a disagreement over the structure of the board.
In addition, a new 11-member board, to be chaired by company executive Brian Young, has been formed. The board comprises five members of a consortium that has been seeking to remove seven of the current 12-member board and to replace them with seven nominees. In a release, Grace, Kennedy and shareholders in the consortium said they have signed an agreement "signalling a resolve to work together for the future growth and development" of Kingston Wharves.
Noting that the composition of the board has been a highly contentious issue, the release said the new board would comprise Brian Young, chairman, and the following members who were among the consortium's nominees - Roger Hinds, Kim Clarke, Charles Johnston, Harry Maragh and Grantley Stephenson - as well as Rafael Diaz, Douglas Orane, Don Wehby, Robert Kinlocke and Philip Alexander, representing Grace, Kennedy.
Under the agreement, the release said, the new board has been mandated to appoint an audit committee with at least one financial expert and a corporate governance committee. It must also develop a business plan to ensure that returns to Kingston Wharves Limited shareholders are maximised.
MANAGEMENT CONTRACT
The release said Grace, Kennedy has agreed that it will not seek a renewal of its management contract with Kingston Wharves Limited when it expires on August 31, this year.
The parties also agreed that pending legal action would be discontinued within seven days of the holding of Kingston Wharves' annual general meeting, scheduled for June 20.
The agreement also calls for Robert Kinlocke, managing director and chief executive officer of Kingston Wharves to step down as chief executive before the June 20 annual general meeting. However, he will continue as a director of the company.
Philip Alexander, currently general manager of operations, will be appointed acting chief executive officer until the new board selects a new chief executive, and Frederick Leighton will continue as the company's general manager of finance.
Under the agreement, all directors must declare related party interest and where conflict of interest is perceived to exist, must excuse themselves from the meeting and from voting in the matter, the release said. "The board will ensure that all related party transactions are at fair value," it said.
According to the release, "signatories to the agreement from both parties have expressed satisfaction that negotiations have resulted in an amicable agreement which will guarantee a seamless transition to a new approach in conducting business at KWL. The parties to the agreement feel that this will provide the company with the basis to move forward more strongly and united than ever to promote the growth and development of the company in the interest of its customers, staff and all its other stakeholders."
