Sanderson's board fights a 12% shareholder's push to remove chair Dame Dianne Thompson

The board's defence rests on six months of results. Revenue rose six per cent to £51m and pre-tax profit rose by two thirds to £2.5m in the six months to the end of July ^[5]. A two-thirds rise to £2.5m implies about £1.5m a year earlier ^[12], a gain of roughly £1.0m ^[13]. Pre-tax profit was about 4.9 per cent of revenue ^[14]. A recovery from a base that small supports the board's claim of momentum, and it leaves little profit for any pay deal to be measured against.

The pay complaint is the one with a number attached. According to shareholders who back LBV, the decision to give Thompson and the chief executive pay deals worth 36 per cent of group profit was "unjustified" ^[15]. City AM does not say which year or which profit measure the 36 per cent uses, so it cannot be set against the £2.5m half-year figure. The same shareholders criticise the "lavish" redesign of the new headquarters and the slow expansion in the US ^[15].

LBV's case on the chair is about timing. It says new leadership is needed to begin a "sustained period of change" ^[10]. The board points to the succession process it already had. Thompson wrote to shareholders: "Good governance requires proper succession planning, not the immediate removal of a Chair and the abandonment of an established process at a point when the Company's strategy is beginning to deliver." ^[7] The board had already decided to begin the search for her successor in January 2027 ^[6]. January 2027 is when the search opens, so in our view her exit would come after that date.

The board also questions LBV's motive. Thompson said: "When considering the strength of the Group's performance, together with LBV's stated support for the executive management team and operational strategy, I believe it right to question whether LBV's underlying intention is aligned to that of the wider shareholder base." ^[9] On her account, LBV backs the executives and the strategy. The pay complaint covers both the chair and the chief executive ^[15], yet the push City AM describes is aimed at the chair ^[2].

Shares rose 2.6 per cent to 79p in early trading ^[11].

The vote on 29 October ^[3] sets up next quarter whichever way it goes. If holders reject the motions, the January 2027 search is the only timetable left ^[6]. If they back LBV, the board needs a chair without the process it had planned.