Praemium’s ex-CEO triumphs as chairman and board are removed

Michael Ohanessian, the former chief executive of Praemium, has successfully ousted the company’s chairman and three directors who sacked him in February 2017.

Praemium’s ex-CEO triumphs as chairman and board are removed

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With the support of a group of shareholders, collectively holding 17.3% of the Australian platform provider, Ohanessian had requested a general meeting to ask shareholders to remove chairman Greg Camm.

He also sought the removal of Andrew Carstens, Peter Mahler, and Robert Edgley and any other directors appointed after 13 March.

In addition he wanted to replace Camm and the three directors, with three external supporters; Barry Lewin, Stuart Robertson and Daniel Lipshut.

On 12 May, shareholders voted in agreement with Ohanessian.

The voting split, excluding abstentions, was roughly 53% in favour and 47% against across all eight resolutions.

The resolutions and subsequent company statement made no mention of reinstating Ohanessian as chief executive.

However, local media reports suggest that it is likely that Ohanessian will be reinstated in what has been described as an “unprecedented” move for corporate Australia.    

Rocky relationship

In a letter to shareholders on 22 March, Camm asked them to vote against the resolutions and provided details of the difficult relationship between Ohanessian and the board.

Describing the ex-chief executive as “aggressive” and unwilling to “change his behaviour”, Camm stated that the decision to sack Ohanessian was not a hasty one.  

Timeline

Ohanessian joined Praemium as chief executive in August 2011. He was sacked on 22 February 2017, with the board stating that a chief executive with a “different skillset” was needed to service the company’s leadership needs for the next phase of its growth and development.

Robert De Luca was named interim chief executive on 6 March and was expected to be named as a permanent replacement.

However, Ohanessian’s decision to fight his sacking prompted the board to delay announcing De Luca as his successor. The statement posted by Praemium on the Australia Securities Exchange following the shareholder meeting did not mention De Luca.

On 15 March, Ohanessian requested a general meeting to vote on the company’s board.

As his request “appeared to be in compliance with the law”, Camm wrote to shareholders on 22 March to confirm that a general meeting would take place on 12 May.

Immediate departure

As a result of the shareholder vote on Friday, Camm has been removed as director and chairman with immediate effect, along with Carstens, Mahler and Edgley.

Following the meeting, the former chairman said: “The effect of this voting is that the incumbent board of directors will be replaced by a new board, comprising Messrs Lewin, Robertson and Lipshut. The shareholders have spoken and a new board is appointment.

“Praemium is a good business with very good people and the outgoing board give Mr Lewin and his colleagues our best wishes in governing the company.”  

Lewin has been appointed chairman of the board.