6
WHEN EMMA walked into the boardroom that Friday morning, she was not surprised to find the majority of her fellow directors were already present. Only death would have been an acceptable excuse for non-attendance at this particular meeting; what Giles would have called a three-line whip.
The chairman was chatting to Rear Admiral Summers. Clive Anscott, no surprise, was deep in conversation with his golfing partner, Jim Knowles, who had already informed Emma that they would both be supporting the chairman when it came to the vote. Emma joined Andy Dobbs and David Dixon, both of whom had made it clear that they would be backing her.
Philip Webster, the company secretary, and Michael Carrick, the finance director, were studying the naval architect’s plans for the proposed luxury liner, which had been laid out on the boardroom table alongside something Emma had never seen before, a scale model of the MV Buckingham. She had to admit, it looked very seductive, and boys do like toys.
‘It’s going to be a close-run thing,’ Andy Dobbs was saying to Emma when the boardroom door opened and the tenth director made his entrance.
Alex Fisher remained by the door. He looked a little nervous, like a new bug on his first day of term who wonders if any of the other boys will talk to him. The chairman immediately broke away from his group and crossed the room to greet him. Emma watched as Ross shook hands with the major formally, and not as if he was greeting a respected colleague. When it came to Fisher, they shared the same opinion of the man.
When the grandfather clock in the corner of the room began to chime ten, conversations immediately ceased, and the directors took their allocated places around the boardroom table. Fisher, like a wallflower at a church dance, remained standing until there was only one empty seat left, as if they were playing Musical Chairs. He slipped into the vacant chair opposite Emma, but didn’t look in her direction.
‘Good morning,’ said the chairman once everyone had settled. ‘Can I open this meeting by welcoming back Major Fisher to our ranks as a director?’
Only one person managed a muffled, ‘Hear, hear,’ but then, he hadn’t been on the board when Fisher had first served as a director.
‘This will of course be the major’s second stint on the board, so he will be accustomed to our ways, and to the loyalty we all expect from any board member when representing this great company.’
‘Thank you, Mr Chairman,’ responded Fisher. ‘And I’d like to say how delighted I am to be back on the board. Let me assure you that I will always do what I consider to be in Barrington’s best interests.’
‘I’m glad to hear it,’ said the chairman. ‘However, it is my duty to remind you, as I do every new board member, that it is against the law for a director to buy or sell any of the company’s shares without first informing the Stock Exchange, as well as the company secretary.’
If Fisher felt this barbed arrow had been aimed at him, it failed to hit the target, because he simply nodded and smiled, even though Mr Webster assiduously recorded the chairman’s words in the minutes. Emma was, at least, glad it was on the record this time.
Once the minutes of the last meeting had been read and approved, the chairman said, ‘Members of the board cannot have failed to notice that there is only one item on the agenda for today’s meeting. As you all know, I feel the time has come to make a decision that will, and I believe I do not exaggerate, decide the future of Barrington’s, and perhaps the future of one or two of us who presently serve the company.’
It was clear that several directors were taken by surprise by Buchanan’s opening remarks, and they began to whisper among themselves. Ross had tossed a hand grenade into the middle of the boardroom table, with the implicit threat that if he didn’t win the vote, he would resign as chairman.
Emma’s problem was that she didn’t have a hand grenade to lob back. She couldn’t threaten to resign herself, for several reasons, not least because no other member of the family had any desire to take her place on the board. Sebastian had already advised her that if she didn’t win the vote, she could always step down from the board and she and Giles could sell their shares, which would have the double advantage of making the family a handsome profit, while at the same time out-manoeuvring Martinez.
Emma looked up at the portrait of Sir Walter Barrington. She could hear Gramps saying, ‘Don’t do anything you’ll live to regret, child.’
‘By all means, let us have a robust and no-holds-barred discussion,’ continued Ross Buchanan. ‘One in which I hope all directors will express their opinions without fear or favour.’ He then lobbed his second grenade. ‘With that in mind, I suggest that Mrs Clifton should open the debate, not only because she is opposed to my plan of building a new liner at the present time, but we must not forget she represents twenty-two per cent of the company’s stock, and it was her illustrious forebear, Sir Joshua Barrington, who founded this company over a hundred years ago.’
Emma had rather hoped to be among the last to contribute to the discussion, as she was well aware that the chairman would be summing up, and her words might have lost some of their impact by the time he spoke. Nevertheless, she was determined to put her arguments as forcefully as she could.
‘Thank you, Mr Chairman,’ she said, looking down at her notes. ‘May I begin by saying that whatever the outcome of today’s discussion, I know we all hope that you will continue to lead this company for many years to come.’
Loud ‘Hear, hears’ followed this statement, and Emma felt she had at least placed the pin back into one of the grenades.
‘As the chairman reminded us, my great-grandfather founded this company more than a hundred years ago. He was a man who had the uncanny knack of spotting an opportunity while at the same time being able to side-step a pothole, both with equal skill. I only wish I had Sir Joshua’s vision, because then I would be able tell you,’ she said, pointing at the architect’s plan, ‘whether this is an opportunity or a pothole. My serious reservation about this project is the all-your-eggs-in-one-basket issue. To risk such a large percentage of the company’s reserves on a single venture could well turn out to be a decision we will all live to regret. After all, the very future of the luxury liner business appears to be in a state of flux. Two major shipping companies have already declared a loss this year, citing the boom in the passenger aircraft industry as the reason for their difficulties. And it is no coincidence that the drop in the numbers of our own transatlantic passengers correlates almost exactly with the rise in the number of air passengers during the same period. The facts are simple. Businessmen want to get to their meetings as quickly as possible, and then return home just as quickly. That is perfectly understandable. We might not like the public’s change of allegiance, but we would be foolish to ignore its long-term consequences. I believe we should stick to the business which has rightly given Barrington’s a worldwide reputation: the transport of coal, cars, heavy service vehicles, steel, food and other commodities, and leave others to be dependent on passengers. I’m confident that if we continue with our core business of cargo vessels that have cabins for only a dozen or so passengers, the company will survive these troubled times, and go on declaring a handsome profit year on year, giving our shareholders an excellent return on their investment. I don’t want to gamble all the money this company has husbanded so carefully over the years on the whim of a fickle public.’
Time for my hand grenade, thought Emma as she turned the page.
‘My father, Sir Hugo Barrington – you’ll find no oil painting on the walls of this boardroom to remind us of his stewardship – managed, in the space of a couple of years, to bring this company to its knees, and it has taken all of Ross Buchanan’s considerable skill and ingenuity to restore our fortunes, for which we should all be eternally grateful. However, for me, this latest proposal is a step too far, and therefore I hope the board will reject it, in favour of continuing with our core business, which has served us so well in the past. I therefore invite the board to vote against this resolution.’
Emma was delighted to see that one or two older members of the board, who had previously been wavering, were now nodding. Buchanan invited the other directors to make their contributions, and an hour later, every one of them had offered an opinion, except for Alex Fisher, who had remained silent.
‘Major, now that you’ve heard the views of your colleagues, perhaps you would care to share your thoughts with the board.’
‘Mr Chairman,’ said Fisher, ‘during the past month, I’ve studied the detailed minutes of previous board meetings on this particular subject, and I am certain of only one thing: we cannot afford to procrastinate any longer, and must make a decision one way or the other today.’
Fisher waited for the ‘Hear, hears’ to die down before he continued.
‘I have listened with interest to my fellow directors, particularly Mrs Clifton, who I felt presented a reasoned and well-argued case with considerable passion, remembering her family’s long association with the company. But before I decide how to cast my vote, I would like to hear why the chairman feels so strongly that we should go ahead with the building of the Buckingham at the present time, as I still need to be convinced that it’s a risk worth taking, and not a step too far, as Mrs Clifton has suggested.’
‘Wise man,’ said the admiral.
Emma wondered, just for a moment, if she might have misjudged Fisher, and he really did have the best interests of the company at heart. Then she recalled Sebastian’s reminder that leopards don’t change their spots.
‘Thank you, major,’ said Buchanan.
Emma didn’t doubt that despite his well-prepared and well-delivered words, Fisher’s mind had already been made up for him, and he would carry out Martinez’s instructions to the letter. However, she still had no idea what those instructions were.
‘Members of the board are well aware of my strongly held views on this subject,’ began the chairman as he glanced down at seven headings on a single sheet of paper. ‘I believe the decision we will make today is an obvious one. Is this company willing to take a step forward, or should we be satisfied with simply treading water? I don’t have to remind you that Cunard has recently launched two new passenger ships, P&O has the Canberra under construction in Belfast, and Union-Castle is adding the Windsor Castle and the Transvaal Castle to their South African fleet, while we seem content to sit and watch, as our rivals, like marauding pirates, take control of the high seas. There will never be a better time for Barrington’s to enter the passenger business, transatlantic in the summer, cruising in the winter. Mrs Clifton points out that our passenger numbers are falling, and she is right. But that is only because our fleet is out of date, and we no longer offer a service that our customers cannot find elsewhere at a more competitive price. And if we were to decide today to do nothing, but simply wait for the right moment, as Mrs Clifton suggests, others will surely take advantage of our absence and leave us standing on the quayside, no more than waving spectators. Yes, of course, as Major Fisher has pointed out, we would be taking a risk, but that’s what great entrepreneurs like Sir Joshua Barrington were always willing to do. And let me remind you, this project is not the financial risk that Mrs Clifton has suggested,’ he added, pointing to the model of the liner in the centre of the table, ‘because we can cover a great deal of the expense of constructing this magnificent vessel from our present reserves, and won’t need to borrow large amounts from the bank to finance it. I have a feeling Joshua Barrington would also have approved of that.’ Buchanan paused, and looked around the table at his fellow directors. ‘I believe we are faced today with a stark choice: to do nothing, and be satisfied with standing still at best, or to cast a vote for the future, and give this company a chance of continuing to take the lead in the world of shipping, as it has done for the past century. I therefore ask the board to support my proposal, and make an investment in that future.’
Despite the chairman’s stirring words, Emma still wasn’t sure which way the vote would go. Then came the moment Buchanan chose to remove the pin from his third grenade.
‘I will now call upon the company secretary to invite each director to state whether they are for or against the proposal.’
Emma had assumed that in line with the company’s normal procedure it would be a secret ballot, which she believed would give her a better chance of securing a majority. However, she realized that if she were to raise an objection at this late stage, it would be seen as a sign of weakness, which would play into Buchanan’s hands.
Mr Webster extracted a single sheet of paper from a file in front of him, and read out the resolution. ‘Members of the board are invited to vote on a resolution proposed by the chairman and seconded by the managing director, namely that the company should proceed with the building of a new luxury liner, the MV Buckingham, at the present time.’
Emma had requested that the last four words should be added to the resolution, as she hoped they would persuade some of the more conservative members of the board to bide their time.
The company secretary opened the minute book and read out the names of the directors one by one.
‘Mr Buchanan.’
‘In favour of the proposition,’ the chairman replied, without hesitation.
‘Mr Knowles.’
‘In favour.’
‘Mr Dixon.’
‘Against.’
‘Mr Anscott.’
‘In favour.’
Emma placed a tick or a cross by each name on her list. So far there were no surprises.
‘Admiral Summers.’
‘Against,’ he declared, equally firmly.
Emma couldn’t believe it. The admiral had changed his mind, which meant that if everyone else stuck to their position, she couldn’t lose.
‘Mrs Clifton.’
‘Against.’
‘Mr Dobbs.’
‘Against.’
‘Mr Carrick.’
The finance director hesitated. He had told Emma that he was opposed to the whole concept, as he was certain the costs would spiral and, despite Buchanan’s assurances, the company would end up having to borrow large sums from the bank.
‘In favour,’ Mr Carrick whispered.
Emma swore under her breath. She put a cross next to Carrick’s name, and re-checked her list. Five votes each. Every head turned to face the newest member of the board, who now held the casting vote.
Emma and Ross Buchanan were about to discover how Don Pedro Martinez would have voted, but not why.