Sunday serialisation – Knight after Knight, 5.3

Knight after Knight250

In Knight & Deigh, Hannice Knight suffered a back injury that left him without the use of his legs. Sophie Deigh, physiotherapist and recent widow, devoted herself to supporting him.

As Hannice’s body recovered, he became ever closer to Sophie, and soon they found themselves in a relationship they had neither anticipated nor intended and for which neither was fully prepared.

A bump in the Knight followed Hannice as he juggled business, hedonism, marriage and ultimately parenthood.

Knight after Knight is the third and final part of the Hannice Knight story. Starting after the marriage of Hannice and Sophie’s only son, David to Jess, the only child of Jason and Noelani Reeves of Hawaii, it traces the Knight family’s progression through the generations.


Knight after Knight. Chapter five, part three.

Joe Green called into my office within minutes of David’s and my arrival. David and Joe had met before, of course, but this was the first time they had shared a formal meeting.

After coffee and a period of small-talk, we got down to the business in hand.

“Joe,” I said, “I intend to call my internal legal and compliance team in shortly, but I wanted to get this clear with you first. After all, you are the public face of KGT as far as legal matters go.”

“What’s on your mind, Hannice?”

“You know that I have transferred shares to David and that I’m about to propose to the Board that we elevate him to full director.”

“Is there a problem with that?”

“Not at all, old chap. Thing is, David wants to replicate with his wife, Jessica, the arrangement that I made for Sophie. And for pretty much the same reasons.”

“No problem. It’s just a matter of transferring a small number of shares to make her a nominal director. Just as we did for Sophie.’

“David wants to go farther than that.”

Joe looked at David with raised eyebrows.

“I want the business to see Jess and me as equivalent,” David said.

“Not with you,” Joe replied.

“Jess and I are a team,” he said, “inseparable in almost every respect. I want that to be reflected here. I want her to be a full director. I want the Board to accept that whichever of us is present, the effect will be the same. We are two sides of the same coin.”

“Let me see if I’ve got this right,” Joe said, “there is to be a unit, let’s call it 3g – third generation Knight – that is comprised of you and Jessica. Whether you or Mrs Knight is present at a Board meeting, the effect will be identical. Am I right so far?”

“Uh-uh.”

“Now. If you both attend a meeting, which I imagine could happen from time to time, you will have two votes.”

“Yes.”

“Does it follow that if only one of you is present, that person will have two votes?”

“Yes, but only where proxy votes are permitted.”

“And for quorum purposes, will each of you alone count as one or two directors?”

“He’s got a point there,” I said.

David looked pensive. “I think,” he said at last, “that falls within your sphere of competence. We have set out what we want to achieve, you work out the details and tell us how it can happen.” I was rather proud of my son at that point.

“Very well,” Joe said, “there are implications that I shall have to look into but, as you say, it’s my job to make it work. I’ll get my team on it.”

We ended the meeting at that point. Joe went away looking as though we’d just dropped all the world’s troubles on his shoulders which, in a small way, I suppose we had.

The subsequent meeting with legal and compliance was easier. Their main job was to make sure that whatever we did at Board level was in line with the Memorandum and Articles of Association and to lodge any amendments that may be needed. If they were becoming exasperated by the changes we told them about, they weren’t letting on. In fact, increasing the number of directors to include David raised no issue, as we had decided, after losing Stephen Parker, to declare his position vacant rather than reducing the count. They did tell us that the paperwork wasn’t back yet after adding David’s name and they couldn’t add Sophie until they were returned. That suited us, as it would give a few days for Joe Green to sort out his end of things.

As a matter of protocol, we spoke with each of the resident directors individually to let them know what we were aiming to do. I’m happy to say they were all supportive, although as most of them would be retiring within five years or so, their concerns were as much towards their own succession as mine, possibly more so. The only exceptions to that were Max and Henk, both of whom were well aware of their successors. Indeed, they’d been grooming them for the previous decade.

Over the next couple of days, we spoke with the regional directors for Middle East and Asia, North America, South America and Australasia to update them, too.

When Joe Green got back to me, he was more positive than I had expected. Not only had he sorted the issues we’d landed him with, but he’d also addressed the issues of quorum and proxy, something that had been an issue in the past. Establishment was now for fourteen directors, including those in the regions and specifically the technically vacant posts of regional director for Europe and Africa, with a default quorum of five. Joe proposed increasing quorum to seven and allowing the non-resident regional directors to appoint proxies on an ad-hoc basis. That would mean that all but one of the eight resident directors would need to be present if none tele-conferenced in from the regions.

After discussion, we concluded that it was a workable arrangement and instructed him to proceed on that basis.

 

 

 

 

 

 

 

 

 

 

 

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