Praemium board rejig ‘unprecedented’ in corporate Australia

The reinstatement of a former CEO, at shareholders’ behest, is thought to be unprecedented in corporate Australia.

The removal of Greg Camm came in a manoeuvre thought to be unprecedented in corporate Australia.

Praemium’s former chief executive Michael Ohanessian will be reinstated to run the company in an unprecedented move, after the software firm’s board was rolled yesterday by dissident shareholders.

A long-running drama between the incumbent Praemium directions and a group of investors came to a close yesterday when shareholders voted to install a new board at an extraordinary general meeting in Melbourne.

The three new directors’ first decision was to reappoint Mr Ohanessian as chief executive after he was sacked in February by the now former chairman Greg Camm.

The move was initiated by Paradice Investment Management, the Abercrombie Group and Australian Ethical Super which hold about 17 per cent of Praemium. A former chief executive being reinstated after being backed by shareholders is thought to be unprecedented in Australia.

Veteran corporate adviser Barry Lewin will now lead the Praemium board, alongside non-executive directors Stuart Robertson and Daniel Lipshut.

The votes to appoint the new board and remove Mr Camm and Andre Carstens, Peter Mahler and Robert Edgley was successful by about 53 per cent to 46 per cent. Proxy advisers had recommended the former board remain in place but Praemium has a limited number of index funds on its share registry which are required to follow the advice.

Mr Lewin said the new Praemium board would ensure it operated independently despite the backing from major shareholders to reappoint the former chief executive.

“We are completely independent,” Mr Lewin told The Weekend Australian.

“Each of the other directors have not met Michael Ohanessian, personally I have only met him once socially. I will be working very independently.

“Michael will be re-engaged under a service agreement and there will be checks and balances on his performance and his interaction with the board. I’ve been very impressed with him.”

In their defence against the shareholder resolution, the now former board had criticised Mr Ohanessian’s behaviour while chief executive and said he stopped directors accessing key information in the company. He was accused of having an argument with former chairman Greg Camm for 90 minutes.

However, Mr Lewin said he was confident the reinstated Praemium boss will lead the company well and that the new directors will meet with the company’s major shareholders in the next week.

“A company is not just about a CEO, it’s about a CEO and their team,” he said.

“There will be a seamless process and we will keep the market updated. There’s work to do with the shareholders, we realise some supported this outcome but some didn’t.”

Mr Lewin has been a Praemium shareholder for four years and watched as the sacking drama unfolded in February before he was approached by Abercrombie Group to stand as chairman.

“I haven’t seen anything quite like this,” he said.

“Shareholders routinely requisition boards for a range of reasons and with resolutions … but I’ve not seen a board removed and an interim CEO replaced with the former CEO.

“But the process we are going through is an independent process.”

Praemium shares were in a trading halt during the vote and later closed down 3.7 per cent to 39c.