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Major R&Q shareholder attempts to oust executive chairman William Spiegel

15th August 2022 - Author: Pete Carvill

Phoenix Asset Management Partners has called for William Spiegel, executive chairman of R&Q, to be removed as a director of the company.

randall-quilter-rq-logoThe former, which around 12% of the firm’s share capital, said in an open letter that it wished for Spiegel to be removed with Ken Randall, the company’s founder and former executive chairman, to take his role.

It wrote: “Phoenix represents 46 million ordinary shares in the company and have been continual investors in the company since its IPO in 2007.  We and other investors have seen the performance of the business deteriorate under the leadership of William Spiegel.”

It added: “We are therefore calling for a General Meeting to be held at which resolutions will be proposed for William Spiegel to stand down and a new Executive Director be appointed.  William Spiegel is not the right person to be leading the company. We have confidence and trust in Ken Randall, the company’s founder and former Executive Chairman. We seek his reappointment to the board as an executive director.”

Phoenix also wrote in its letter that it believed the board should be led by an independent non-executive chair, adding that it believed the majority of shareholders shared the same view.

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It went on: “We are disappointed that the board, having agreed to try and effect this change out of the public arena, has gone back on that, forcing us to adopt this approach. We delayed this requisition for a further day to allow dialogue with the board and received no real engagement.”

Spiegel was named as executive chairman in April 2021 on the retirement of Ken Randall.  The non-life legacy and run-off acquisition and management, programme services and investments specialist had been planning for succession, with this move previously announced in July 2020.

However, James Lowen and Clive Beagles, comanagers of the JO Hambro UK Equity Income Fund, which holds just under 5% of R&Q’s shares, disagreed.

In an open letter, they wrote: “We have full support for the current Executive Chairman – William Spiegel and indeed the wider Board. We think any change to the strategy or the executive leadership would be counterproductive post a year of change and the recent fund raising. The business is well placed in its two main markets to drive significant growth and shareholder value. The proposed changes, which we do not support, would create a major distraction at a time when the focus should be on growing the business.”

A letter direct from R&Q has been released, refuting Phoenix’s suggestions and intimations.

It said: “The Board is focused on delivering shareholder value and is unanimous in its support for William Spiegel and the strategy he and his executive team have set out for the Company. This support was endorsed at the recent AGM (held on 14 July 2022) where the Company’s shareholders (excluding Phoenix and Ken Randall) voted 84.5% in favour of the reappointment of William Spiegel as Executive Chairman.”

It added: “The Board is respectful of Ken Randall as a founder of the business; however, the Board considers that these proposals by Phoenix would run counter to the wishes of shareholders as a whole (as shown at the recent AGM vote), the independent governance procedures for the appointment of all Board Directors, the broader independence of the Board and the improvements in reporting, transparency, governance, finance, capital, operations and risk management that have been undertaken since William’s appointment in April 2021 and as set out in further detail in the Company’s 2021 Annual Report.”

Despite the current contretemps, R&Q reported an 82% increase in gross written premiums earlier this month.

Previously known as Randall & Quilter Investment Holdings, the firm changed its name last month. At the time, it said that the new name suggested a more focused mission and one more aligned with where the company’s operations had sat for several years.

But, while having a new name, the company failed to secure shareholder support for resolutions that would have allowed it to raise more capital more easily.

At its recent AGM, R&Q’s Board asked shareholders to vote on 14 resolutions and secured passage for 12 of them.

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