LONDON: Shareholders of the struggling British advertising network Cordiant Communications Group removed top executives from the board before approving a buyout by Martin Sorell's WPP Group. WPP, the world's third-largest agency company, takes control in August

At the meeting held on 23 July, Cordiant's chief executive David Hearn, chairman Nigel Stapleton, chief financial officer Andrew Boland were removed from the board. But corporate governance experts said the move was very rare.

An NYtimes.com report says that the buyout by WPP has been highly contested, particularly by Cordiant's largest shareholder, Active Value Advisors. The major objection raised by the shareholders was that they were not getting a fair due for their holdings. However, over 99 per cent of shareholders voted for the deal because they were left without another choice.

In June, Cordiant had agreed to be bought by WPP in a deal that values the company at about ?10 million ($16.8 million). WPP also bought Cordiant's bank debt for 100 per cent of its face value. In case of bankruptcy, the shareholders would get nothing, while the WPP deal grants them one WPP share for every 205 Cordiant shares they own, or about 2.5 pence each.

Ultimately, shareholders had their say when they voted 69 per cent in favor of ousting the three executives from the board. "A significant majority of the votes cast by shareholders other than Active Value were in favour of retaining the three directors, Active Value's votes for removal were sufficient to pass the resolutions," Cordiant said in a statement.

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