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(Alliance News) - An R&Q Insurance Holdings Ltd investor once again hit out at the firm's executive chair on Thursday, saying the non-life insurer "is not competently led".
In a letter to other R&Q shareholders, Phoenix Asset Management Partners outlined its rationale for calling a special general meeting. Phoenix has roughly a 12% stake in the Bermuda-based specialty non-life insurer.
Phoenix said Chair William Spiegel has three serious shortcoming. The investor said Spiegel is not competent, does not align with the interests of R&Q shareholders and lacks integrity.
"Essential in any business we invest in, but incredibly important in a business-like R&Q which is very opaque and where we must rely upon the communication from directors to make our judgements. The weakest form of integrity in our assessment is someone who will not lie to you but will be willing to let you form the wrong view without correcting you. We don't find that William achieves even that level," Phoenix said.
In a potentially damning indictment, Phoenix said the debate among shareholders is not whether Spiegel should go, but the manner in which he departs.
The investor said that back in April, Slater Investments, the holder of a 12% stake in R&Q, approached Phoenix and said it was unhappy with R&Q's management. Slater's issue was particularly centred on an offer to sell R&Q to Brickell PC Insurance Holdings LLC for 175 pence per share. Brickell backed out of the GBP482 million takeover offer in May, however.
R&Q shares closed 0.6% higher at 100.55 pence each in London on Thursday.
Phoenix explained on Thursday: "We exchanged views and although like Slater we were not happy with the terms of the proposed sale, we said were not prepared to get involved unless there was a management change and Ken Randall came back. Slater asked us to approach Ken Randall and ask him if he would consider coming back which I did.
"Following a series of meetings with Ken, who cares passionately about R&Q, he agreed to do that for a short period to help stabilise the business. I believe Slater and others also wrote to him and were pleased that he was willing to return. Upon the takeover failing, Brickell also agreed to work with other shareholders to recapitalize the business and work with the board to make the necessary changes to management."
Phoenix wants to appoint Ken Randall as director and, if Spiegel is removed, have him act as an executive director to fill the vacancy. Ken Randall used to be chair of Randall & Quilter Investment, before retiring in March 2021 and being succeeded by Spiegel. R&Q was previously known as Randall & Quilter Investment.
Slater earlier this week came out in support of the under-fire Spiegel, however.
R&Q on Monday made a new board appointment, and announced plans to name an independent non-executive chair. Spiegel is the firm's executive chair.
R&Q named Robert Legget as a senior independent director on Monday, with the appointment effective from Friday. Alastair Campbell, who is currently the senior independent director, remains as an independent director before retiring on January 31, rounding off a nine-year stint on the board.
"We have the highest regard for Robert having worked with him previously," Slater said.
"We also note the intention to appoint a new non-executive chair. We believe that their appointments are the best way to address the governance of the business."
Slater on Monday said it would not support a motion to oust Executive Chair Spiegel.
Slater's backing was another key win for Spiegel. Last week Wednesday, Vida Capital Management also supported the executive chair. Vida manages funds owning roughly 9.1% of R&Q.
Phoenix added on Thursday, however: "William Spiegel is not the right person to be running R&Q and that he is doing damage to the intrinsic value. I also believe that there is not a better person in the world that we know of to step into the complexity of the R&Q business now and work with Alan to bring stability and confidence so that it can achieve its true potential, than Ken Randall."
By Eric Cunha; ericcunha@alliancenews.com
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