Under-fire Bellamy's Australia chairman Rob Woolley is taking the fight to rebel shareholder Jan Cameron in the battle for boardroom control of the infant formula maker, claiming that she and her allies have no clear business plan while the directors she is proposing to appoint lack the right experience.
Mr Woolley hit back at accusations in an Australian Financial Review investigation that ousted chief executive Laura McBain kept the board in the dark about the ill-fated Chinese distribution strategy. He defended their close relationship, and his commitment to the company after a share sell-down.
"A chairman's job is quite often a no-win job: if the chairman is not working closely with the managing director they are criticised," Mr Woolley told The Financial Review, which published a detailed report on Friday of the turmoil within the board as its China sales strategy backfired.
The comments came as Mr Woolley prepared his case to shareholders that they should support the four independent directors he appointed, and the company's largest shareholder, the Black Prince Private Foundation, which has links to Ms Cameron, called for a vote on February 28 to have them replaced. Ms Cameron also intends to publish a letter to shareholders on Monday.
"I have not heard what Jan's broad business plan is. There just doesn't seem to be one. She has talked about shaking the tree and cutting costs, but frankly we do all those things as part of the norm," Mr Woolley said from his home in Wynyard, Tasmania.
Mr Woolley seized on the decision late on Friday by Bell Potter stockbroker Vaughan Webber, one of Black Prince's proposed directors, to no longer pursue a board seat, which he says leaves them light on 'audit and risk' capabilities.
"Jan has put a team together and it's slightly smaller than it was 48 hours ago. She doesn't appear to have the strength to do those governance things and she doesn't have that ASX experience."
Mr Webber's decision has complicated Ms Cameron's plans.
Sources said late on Sunday that Black Prince's lawyers, Kemp Strang, were close to signing a possible replacement for Mr Webber, should its vote to overhaul the board succeed.
If the new board gets in, a board meeting would follow and a call for a casual vacancy would be held. Black Prince are said to be mulling a replacement for Mr Woolley.
Also on Friday, another well-known Bell Potter stockbroker, Hugh Robertson, who is also a Bellamy's shareholder and helped float the company in 2014, resigned from TasFood, which is also chaired by Mr Woolley.
Some have speculated Mr Webber's decision may have been prompted by the potential for several shareholder class actions to be lodged against Bellamy's, although newly-appointed directors are immune from liability.
Bell Potter chairman Colin Bell said both Mr Robertson and Mr Webber made their decisions independently and there was "no decree" from the firm for them to remove themselves from their existing and prospective roles.
Ms Cameron holds a direct interest in Bellamy's of 2 per cent but also indirectly controls the largest shareholder, Black Prince, at just under 14.5 per cent. Boston based hedge fund Delta Partners has emerged with an 8 per cent stake in recent weeks, becoming the second largest investor, while BRW Rich Lister Bruce Neill is the third largest shareholder with a 7.4 per cent stake. Both have yet to reveal how they intend to vote.
Mr Woolley said discussions with shareholders were confidential but he was "pleased with the tone and tenor of our contact with remaining and new shareholders".
In response to suggestions that she had no business plan, Ms Cameron – who is jetting off to China this week – said the board have not put out a plan either.
"It's just business as usual, get some more consultants. We do have plans, but I'm not going to itemise them," she said.
She called for Mr Woolley to step down as chairman, claiming there was evidence of dysfunction within the board.
The recent Financial Review article, which detailed a troubled five weeks for the company, showed that "directors are putting the knife into Rob a bit", she said.
Bellamy's floated on the ASX in 2014 with a market capitalisation of $100 million. By mid-2016 it was valued at $1.4 billion before collapsing to $465 million.
"I can't see how he can be an effective chairman. I think he has been sidelined by the other directors," Ms Cameron said.
Mr Woolley said he was "puzzled" by reports Mrs McBain had not consulted the board when deciding on a new strategy to directly target Chinese consumers via e-commerce sites rather than the grey channel of daigou, or 'personal shoppers' who bought product in Australia to resell in China.
"That came to us as a strong recommendation from the management team. It was carefully put together, framed and detailed for us, and we backed the management decisions on that," he said.
Mr Woolley said other companies such as A2 Milk used the same channels, that he was satisfied with the strategy and that they have been open about their missteps.
As for his own future, Mr Woolley was defiant that he should stay "as long as I'm doing a good job and as long as the board and majority of shareholders want me to be there".
"I don't propose to walk from a board seat for the sake of it. At the moment, the message I am getting is to continue, so I will continue," he said.
Mr Woolley also hit back at claims that he was too close to Ms McBain, who was dumped by the company in January as the shares emerged from a five week suspension.
"You cannot interfere in day-to-day management. We had a robust relationship. We would debate things. She always knew that I was the chairman and she was the MD," he said.
Mr Woolley said suggestions he had 'no skin the game' after he sold down his Bellamy's holding was "insulting", claiming he divested his stake in the company to diversify his wealth and make other investments.
