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Anthony Warren
3 Augustus Close
Brentford
Middlesex
TW8 8QE

Tel and Fax: 020 8568 6230
email: amwarren@freeuk.com


11th November 2002


Open Letter to the Chairman, Brentford Dock Ltd: Moving Forward

 

Dear Charmian,

 

When we spoke this morning I told you there was already another letter from me on its way to you. I have removed that letter from the hall table, and am now slightly re-working it. Sorry for yet more communication from me. I hope this one will lighten rather than add to your load. It has several parts.

 

Oops!
I've just realized my claim in my open letter of 8th that you have to get the AGM papers out early may be bunkum. On reflection I think Resolution 2 gives you a breathing space until April to do the shareholder canvass prior to presenting the amended Articles for adoption. You may feel you have to take legal advice, and of course I can only speak for myself and not all those who supported the motion.

 

Personally I would support the following timetable, and try to persuade others to do so too: carry out the shareholder canvass as required by Resolution 2 by Christmas. This can be done easily and without any significant work by the Board, as I shall explain below. This would then allow two months for consideration and improvement of the clauses in Resolution 1. The final proposals and new articles clauses could be presented to an EGM timed to coincide with the 2003 Budget meeting.

 

Voting Results
I have exchanged emails with Cllr Lamey and communicated with Rothman Pantall by phone and email. Cllr Lamey had 34 votes and abstained on Resolutions 1 and 3. She voted FOR Resolution 2. Her abstention on Resolution 1 was miscounted in the result as announced, an anomally which you and others noted. This was an entirely innocent mistake, and did not materially alter the outcome. However we should learn something from this.

 

You remarked that, as Chairman, you are not required to announce the results at the time. I am surprised by that, but I'll take your word for it. What strikes me, and forcibly, is that sensible people might well change their votes on later Resolutions if they had the result of the vote on the earlier Resolution. If, for example, Res 1 had failed and I knew it, I would have voted FOR Resolution 2.

 

I would therefore suggest that in future, and regardless of the time it takes, the meeting should pause to allow a count after any motion which might impinge on later motions, and that the count should be fully reconciled before the result is announced. Believe me, shareholders will find it easy to understand why this is necessary. It should be possible to usefully fill any delay with other business, Q&A sessions etc., etc.

 

Suggestions from other shareholders

I pass these on to honour my promise at the meeting, and with my own comments appended. I will be brief:

  1. Directors retire by in rotation, say 2 per year.
    (ADW: a good idea in principle but schedules are thrown out when resignations occur. Could be achieved on a voluntary basis)

  2. Directors should serve a max of 3 terms.
    (ADW: As the Company is short of Directors, not what I would want.)

  3. At least 10 % of eligible votes required to elect a Director.
    (ADW: Unnecessary if the proposal for positive endorsement is implemented)

  4. Reduction of the percentage required to force a new Block election to 10%.
    (ADW: Could create a destabilization where 10% repeatedly requisition new elections while 11% re-elect the same opposition candidate.)

Fulfillment of BDL's obligation to canvass shareholders

To save you and other Board members further work, I am willing to do much myself, and as follows:

The only costs involved will be in the printing and distribution. Since the Minutes of the EGM will be circulated, if the Board act quickly the Questionnaire can be included with the minutes, which will nearly eliminate the distribution cost. It can all be done by Christmas giving plenty of time for reflection and improved resolutions on the timescale I have suggested above.

 

I do hope you will take up this offer.

 

Best Regards,
Anthony Warren

On Company Letterhead

 

DRAFT

 

11th November 2002


Shareholder Canvass

 

Dear Fellow-Shareholder,

 

In accordance with Resolution 2 which was passed at the EGM held on 6th November your Company is required to canvass all shareholders. The requirement is to determine their views, in particular, on:

The results are to be circulated by April 2003.

 

The Company needs and will very much welcome your feedback on these questions. Your anonymity will be fully respected unless you indicate to the contrary. You can rest assured your views will be taken forward and fully reflected in the final report back to all shareholders.


It would help with the analysis process if you would use the boxes in the attached questionnaire, or a similar format, but please do feel free to write in your own way and in whatever format you prefer. You can submit your responses by letter, fax or email, whatever is most convenient. However, do bear in mind that fax and email will both be seen by office staff not directly connected with the survey. Please head your envelope, fax or email "Candidate Survey".


We do hope you will take the trouble to reply to this survey and thank you in advance for your views.

 

Yours sincerely

 

Charmian Allcock
Chairman, Brentford Dock Ltd

Not on Company Letterhead

 

DRAFT

 

Brentford Dock Ltd: Shareholder Canvass

 

Questionnaire

 

Your Block (e.g. Numa Court)

  

Are there any conceivable circumstances in which you can imagine offering yourself for election to a Directorship of BDL?

YES / NO

If yes, it would be particularly useful if you give your name in the last line below.

If so, what are the major differences between the present circumstances, and those you conceived when answering yes above?

  

Can you suggest anything else that you think might encourage others to serve as directors?

  

Can you suggest any actions by BDL that would help ensure the post of director for your own constituency does not remain vacant?

  

Your Name and property (optional but preferred)

  

 

Please return this questionnaire by (INSERT CLOSING DATE) to "Candidate Survey", Brentford Dock Ltd, 2 Justin Close, Brentford, Middlesex TW8 8QE, or fax to 020 8560 5486, or email to managementoffice@brentford-dock.co.uk

 

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