Neither flight nor fight for Bellamy’s chair Rob Woolley

The Rex Airlines flight to Melbourne from Wynyard Airport took off with one VIP missing from the passenger list.

Laura McBain at the meeting yesterday. Picture: Stuart McEvoy

The afternoon Rex Airlines flight to Melbourne from Wynyard Airport outside Burnie in picturesque northwest Tasmania took off on Monday with one VIP missing from the passenger list.

Rob Woolley has done the flight hundreds of times. He’s on first name terms with the ground staff and cabin crew. But he never made this one.

As he contemplated life in his Wynyard home earlier in the day, the 66-year-old former accountant could only think of what he would confront next morning, hundreds of kilometres across Bass Strait in the Fairmont Room of Melbourne’s Park Hyatt hotel.

There for the long-awaited extraordinary meeting of Bellamy’s shareholders would be his lifelong friends — now seemingly turned enemies — Jan Cameron, Hugh Robertson and Laura McBain.

Plus Cameron’s coterie of new directors and advisers.

And the latter would be armed with proxies from two late entrants on to the Bellamy’s share register — US-based Delta Partners and the Hong Kong-based Janchor Partners — which would ensure that only one member of Woolley’s existing board would survive the meeting.

That was exactly what happened yesterday as Cameron failed in her tilt at a Bellamy’s directorship but succeeded in getting two of her nominees, Rod Peters and Chan Wai-Chan, elected as directors.

Lead incumbent director Launa Inman resigned from the board before she was voted off, while the most recent appointee to the board, accountant Patria Mann, survived. Both were among the four members of the current board who by yesterday’s meeting had grown tired of second-guessing their chairman’s every move. Some had even berated him on Monday afternoon as news of his impending resignation had started to leak.

Woolley’s board members had respected his willingness to stand up to Cameron’s bully boy tactics and admired his role in helping build the company into a billion dollar enterprise which became a darling of the sharemarket. But as they fought for their lives with him in the trenches, they could never be quite sure what was coming next. Woolley later explained in a statement that turning up yesterday would be an “unnecessary distraction” and said he was proud of what he had achieved working with a number of people in “bringing Bellamy’s to be a leading player in the organic baby formula and infant food sector’’.

Rob Woolley

But most in the room had a different view. The most diplomatic described his no-show on the biggest day in the company’s history as “disappointing’’. Others called it “gutless’’.

After a failed three month battle to save the company and himself, Woolley had few friends left and he knew it.

His rearguard action failed because, despite his best intentions, too often he let his personal relationships cloud the professional. Too often the parochial relationships of his close-knit Tasmanian business network affected his judgment.

Then it was too late.

Back in December Woolley had foolishly relayed to Cameron that the board was looking to oust Laura McBain as CEO after the company’s shock profit downgrade. It was a blatant breach of boardroom confidentiality. It set in chain events that quickly spiralled out of control.

Woolley subsequently twice backed in-principle the push by the independent directors to remove McBain before changing his mind at the last minute.

When he finally sided with the directors to sack his beloved CEO and oppose the move by the Cameron-aligned Black Prince Private Foundation to roll the board, it sent the Cameron camp into overdrive.

The final straw was his claim in a letter to shareholders ahead of the EGM that a proposal from Cameron to provide the company with financial assistance was “unsolicited’’.

Cameron and her adviser Hugh Robertson saw red. It prompted HWL Ebsworth to fire off a legal letter from Cameron threatening to sue Woolley for defamation. Further legal threats followed to the chairman and the board.

In mid-February Robertson resigned from the board of Tasmanian agribusiness TasFoods — of which Woolley is also chairman — without explanation.

On several occasions over the past six weeks Woolley was set to be replaced. First it was by lead independent director Launa Inman. Then by fellow director Charles Sitch.

Now Virgin Australia director David Baxby — who was brought into the fray earlier this month by Cameron and the offshore investment funds — has emerged as his most likely successor. Three times the board considered a compromise plan with Cameron to avoid the costly EGM and come to a peaceful resolution between the warring parties. But on each occasion her requisition notice to roll the whole board remained on the table — like a gun pointed at their heads.

The final intriguing twist came at 2pm on Monday when TasFoods quietly put out a series of substantial shareholder notices revealing Cameron had 16.5 per cent of the company.

Bellamy’s might have been Woolley’s biggest claim to fame, but TasFoods is where he has real skin in the game — 10 per cent of the company to be precise.

Cameron may not be a TasFoods director but she still wields substantial influence.

She said yesterday she didn’t believe Woolley should remain chairman but that it was a matter for his fellow directors. The the war seems far from over.