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Directors of the London Stock Exchange Group are weighing whether to publish a detailed dossier about the behaviour of Xavier Rolet, its chief executive, to defend themselves against accusations of wrongly forcing him to resign.
A five-person board committee is working on a document to be shared with investors outlining its qualms about Mr Rolet’s hard-driving management style, amid a corporate governance crisis at the exchange. Directors are debating how much specificity they should include in the “shareholder circular”.
The board’s potential escalation comes after The Children’s Investment Fund, an activist hedge fund, accused board chairman Donald Brydon of dismissing Mr Rolet arbitrarily and demanded Mr Brydon’s resignation.
Mr Rolet initially announced last month he would leave his post amicably by the end of next year. He is regarded by directors and executives who have worked with him as a brilliant corporate strategist who engineered a series of mergers and acquisitions that raised its value from £800m to £13.4bn during his eight-year tenure. But he is also seen as domineering and sometimes ignoring the views of other executives.
One person close to the board said there had been “an accumulation” of incidents attributed to his dismissive attitude towards executives and directors in the past two years. The board committee, led by Paul Heiden, senior non-executive director, is considering whether to publish details of emails sent by Mr Rolet during that time. Mr Brydon is not a member of the committee in order to ensure its independence.
A number of advisers, executives and former directors of LSE Group told the Financial Times Mr Rolet sometimes behaves abrasively in his dealings with executives and outsiders. “He is a passionate, opinionated person. If he differs from you, he will end up doing what he wants,” one associate said.
The dispute between the LSE and TCI, led by Sir Christopher Hohn, comes after a planned merger with Deutsche Börse was blocked this year by EU regulators. The exchange dominates the clearing of euro derivatives and Mr Rolet has campaigned to limit post-Brexit pressure to relocate the operation within the eurozone.
Mr Rolet and the LSE declined to comment. One source close to the company said: “Xavier’s record and the judgment calls he’s made speak for themselves. He’s transformed the LSE, helped cement London’s position as a global financial centre and created a lot of shareholder value. The facts, not the opinions, around this issue will be set out when the shareholder circular is published in due course.”
Several people say that Mr Rolet’s relationship with Mr Brydon has deteriorated since the latter became chairman in July 2015. Mr Rolet told at least one person that he thought Mr Brydon, a former fund manager, lacked the intellectual capacity to grasp the complex exchange and clearing business.
Mr Rolet fell out with Chris Gibson-Smith, the company’s former chairman, to the degree that they were barely on speaking terms before Mr Gibson-Smith stepped down, according to several City executives.
Mr Rolet and the board entered a legal agreement before the announcement of his planned departure on October 19 that required them to follow a strict question-and-answer script about the reasons for the move. Both sides said it was an amicable decision and Mr Rolet would assist in finding his successor.
This month, TCI challenged the decision and called for Mr Brydon’s resignation, saying Mr Rolet had been “dismissed” and should be reinstated until at least 2021.
The company has called an emergency general meeting following Sir Christopher’s challenge and will publish the circular to shareholders to give more information about Mr Rolet’s departure; just the level of detail in the circular is still up for debate. TCI this week demanded to know “the specific reasons that the board dismissed Xavier Rolet” and whether he was considered “fit and proper” by the LSE’s regulators.