Cablevision AGM ends in chaos
ended in chaos last night.
Bermuda Cablevision's AGM deteriorated into a verbal brawl involving some of Bermuda's best-known people when local shareholders rebelled against its own board of directors.
Among those caught up in the row were Mr. Julian Hall MP, Senator Alex Scott, Mr. Andrew Trimingham, Mr. Gavin Wilson, Mr. Ken DeFontes, Mr. Jeff Conyers and Mr. Greg Gosling.
Many local shareholders claim Cablevision is owned and controlled by non-Bermudians in the form of its American vice president Mr. Allan McDonald and his brother, Bill.
This would contravene Bermuda company law which states that at least 60 percent of all local companies must be owned by Bermudians.
As tempers finally snapped after nearly three hours of acrimonious debate, a visibly shaken Mr. Allan McDonald, the chairman of the meeting, decided he had had enough.
He cut off a shareholder in mid-sentence, rose abruptly from his chairman's seat, unilaterally declared the meeting adjourned and stormed out of a packed board room at Bermuda Chamber of Commerce.
Bermudian shareholders seized the opportunity to appoint a new chairman and quickly tried to push through a resolution calling for the ownership quarrel to be decided by Supreme Court.
But, to the visible annoyance of many shareholders, the motion was voted down by the Bank of Butterfield, which holds some 70 percent of the company's shares.
The final minutes of the meeting turned into a farce as Mr. McDonald burst back into the board room to find out why the meeting was still going on -- only to be confronted by an enraged Mr. Andrew Trimingham giving him a lecture about his manners.
"Why don't you show some decent manners,'' roared Mr. Trimingham. "The meeting is still going on.'' Mr. McDonald, looking shocked, quickly apologised.
The Bank of Butterfield, represented by its group legal adviser Mr. Peter Rodger, had upset some shareholders by voting with the McDonald brothers throughout the meeting.
This added fuel to the suspicions of some shareholders that the Bank's shares are secretly owned by the Americans.
After the meeting, Mr. Rodger denied this. "That is simply not true,'' he said. "The shares are mortgaged to the bank in support of loans made to Cablevision. We have voting rights on these shares.'' Tha Bank had not supported the motion for court action to decide the legality of the company's structure because it had not been warned about it in advance, he said.
"An institution like the Bank can't go along to a meeting and have a curve ball thrown at it, particularly when it represents so many shareholders and depositors who get their dividends and interest from the Bank.'' It is believed the Bank received its 1.15 million shares from Cablevision's president Mr. Gavin Wilson and the McDonald brothers over the last 12 months.
Cablevision reported a profit of $771,525 for fiscal 1991, up 40 percent on the previous year.
Many Bermudian shareholders are furious that 60 percent of the company's profit is paid out in "consulting fees'' to a company controlled by the McDonald group.
They also questioned the nature of the splitting up of Cablevision's stock into `A' and `B' shares.
The `B' shares, of which all but a few are owned by the Bank of Butterfield, are believed to be more powerful in the running of the company than `A' shares, which other shareholders have.
Earlier, the AGM shambles deepened when some shareholders refused to accept the company's annual results until a representative of auditors Butterfield and Steinhoff appeared in person to answer questions.
When the AGM was all over, both McDonald brothers stayed behind with their consultants to discuss the fiasco.
After the meeting, Mr. Allan McDonald, appearing much calmer than during the meeting, said: "We have been advised by our attorney that we should not say anything because we face the possibility of legal action to decide the company's ownership.'' Mr. McDonald had come under heavy fire during the AGM and had been accused of trying to steamroller his way through the proceedings and not giving shareholders the chance to speak.
Mr. McDonald and Cablevision's secretary, Mr. Ken Robinson, were continually in conflict with Mr. Hall, Mr. Gosling and Mr. Conyers, who wanted to know who controlled the company.
At one point, after Mr. McDonald walked out, an exasperated Mr. Hall said: "Perhaps Mr. McDonald has lost his sanity? I do not know. But that is not the way to adjourn a meeting.'' He went on: "While Mr. McDonald's behaviour might be perfectly acceptable in Alabama or wherever the hell he's from, he should not forget that he's a visitor in this country.
"If Bermudian shareholders in this company feel that we should take appropriate action in the courts to determine the legality of the company's structure then we shall and the company should bear the costs.
"I do not like what I have seen in the running of the company over the years and the control of it by the McDonald group.
"I don't like the answers that were given to a lot of serious concerns that were raised.'' Sen. Alex Scott, astonished at the chaos of the meeting, said: "I've never had an experience like this.
"Behaviour of this sort is going to attract the attention of people outside the community. If this becomes the fodder for politicians, Cablevision is going to have a difficult future.''