Just seen this in the UK papers ...


From the Telegraph Business News .. 30th December ...
Further two directors go as SHL equilibrium tested
By Alistair Osborne, Associate City Editor  (Filed: 24/12/2002)


SHL, the psychometric testing group, yesterday ousted two rebel directors
from the board but at the price of discovering that more than 40pc of
investors did not support chairman Neville Bain or chief executive John
Bateson.

At a shareholders meeting to settle the internecine warfare on the board,
company founders Roger Holdsworth and Peter Saville were forced out of the
company, respectively by 55.2pc and 54.8pc of votes cast.

They followed another non-executive director, David Arkless, the Manpower
representative ousted last month, but who voted his company's 7pc stake with
the rebels.

However, the rebels' counter-motions to oust Mr Bain, the former Post Office
boss, and Mr Bateson, gained a respective 40.9pc and 41.6pc of the votes.
About 90pc of shareholders voted. The meeting, from which Mr Bain banned the
press, was at the City offices of SHL lawyer Barlow, Lyde & Gilbert.

Afterwards, Mr Holdsworth, 67, said that, despite the verdict: "We're
feeling relieved and a teeny bit inebriated - there's been a lot of
tension."

He said that the vote was "not a ringing endorsement of the board", adding
that he and Mr Saville, who owns 11pc of the shares, had been "overwhelmed
by the support from virtually all SHL employee and ex-employee
shareholders". "We have at least demonstrated the fragility of the situation
and that they have a serious communication problem with their staff."

The four-times married Mr Holdsworth said he and Mr Saville, 57, would now
"keep all our options open" over further shareholder action, while hinting
they could start a rival business.

Mr Bain said he was "delighted" with the outcome. He denied that having over
40pc of votes cast against him and Mr Bateson was a resigning issue.
"Absolutely not," he said. "What we have got is the full support of the
institutions." One institution, 3i, voted with the rebels.

Mr Bain said "I deeply regret they called this EGM, but we've had the vote
and now we must get on with running the business." He banned the press
because "it was a private meeting".

Mr Holdsworth denied the bust-up proved psychometric testing did not work,
advocating "a more thorough test of all non-executive directors".



and from the Guardian Business News ... Tuesday 24th Dec ...

Simon Bowers
Tuesday December 24, 2002
The Guardian

A shareholder row at SHL, the loss-making psychometric tests company, ended
yesterday in a vote to expel the company's two founders from the board.
Peter Saville, Roger Holdsworth and a third non-executive director, David
Arkless, were forced out after 55% of shareholders gave their backing to the
current management.

Mr Saville and Mr Holdsworth had led a campaign to overthrow the management,
blaming it for £7m of write-downs in just over a year.

The rebels called yesterday's shareholder meeting, at London law firm Barlow
Lyde & Gilbert, appealing to investors to remove chairman Neville Bain and
chief executive John Bateson.

"Of those who voted, 41% voted to remove Mr Bain and Mr Bateson," they said
after the meeting. "We have been overwhelmed by the support that we received
from virtually all SHL employee and ex-employee shareholders."

SHL's management, under former Post Office chairman Mr Bain, claims the
company's recent write-downs were the result of poor management under Mr
Holdsworth and Mr Saville, combined with a sharp deterioration in the
recruitment sector.

They claim that rationalising internet operations and sacking a number of
psychologists at overseas divisions was essential to a consolidation
programme.

Rebel shareholders, who were backed by recruitment firm Manpower, which
holds a 7% stake, insisted Mr Bateson had brought about a "flight of
intellectual capital" and had focused the business on an unworkable internet
model which was too expensive.

Yesterday's vote, which took place behind closed doors came at the end of a
week of meetings between institutions and rival shareholder camps. In the
end, the majority of institutional investors, including Hermes and Fidelity,
gave their backing to present management.


An end of an era perhaps and the start of a grand shakeout in 2003 for the
psychometric testing industry ... we'll see!

Regards .. Paul
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