Webster rose from his place and read out the names of each director, starting with the chairman, Mrs. Clifton.
“I shall abstain,” said Emma.
“Mr. Maynard?”
“For.”
“Mr. Dixon?”
“Against.”
“Mr. Anscott?”
“For.”
“Mr. Knowles?”
“For.”
“Mr. Dobbs?”
“Against.”
He too had kept his word. Emma kept looking toward the door.
“Mr. Carrick?”
“For.”
Emma looked surprised. The last time they’d spoken, Carrick had given her his assurance that he wouldn’t be supporting Mellor. Who had been the last person to sit on that particular cushion, she wondered.
“Admiral Summers?”
“Against.”
Not a man to desert his friends.
“Mr. Clifton?”
Webster looked around the table and, satisfied that Sebastian wasn’t present, wrote Absent by his name.
“Mr. Bingham?”
“Against.”
No surprise. He disliked Mellor almost as much as she did.
Emma smiled. Four all. As chairman, she wouldn’t hesitate to exercise her casting vote to stop Mellor becoming deputy chairman.
“And finally, Mr. Mellor?” said the company secretary.
“For,” he said firmly.
Emma was momentarily stunned. But turning to Mellor, she eventually managed, “You told me only yesterday that you would be abstaining, which is why I did so myself. Had I known of this change of heart—”
“Since I spoke to you yesterday evening,” said Mellor, “one or two of my colleagues have pointed out that the company’s statutes allow a board member to vote for himself when standing for office. Reluctantly, I allowed them to convince me that I should do so.”
“But you gave me your word.”
“I did call you at home, several times this morning, chairman, but the line was always busy.”
Not something Emma was able to contradict. She sank back into her chair.
Mr. Webster carefully double-checked the list, but Emma already knew the result and its consequences.
“By a vote of five to four, Mr. Mellor is elected deputy chairman.”
Some people around the table smiled and said, “Hear, hear.” Others remained silent.
Seb had been right. She should have voted against Mellor in the first place, and then she could have defeated him with her casting vote. But where was Seb, whose vote would have made that unnecessary? How could he have let her down when she most needed him? And then she froze, and stopped being the chairman of a public company and reverted to being a mother. Was it possible her son had been involved in another dreadful accident? Emma couldn’t bear the thought of going through all that again. She’d far rather lose the vote than …
“Item number two,” said the company secretary. “To select a launch date for the MV Balmoral, and for the opening of the first booking period for her maiden voyage to New York.”
“Before we move on to item two,” said Mellor, rising from his place to deliver a speech that had also been well prepared, “I consider it nothing less than my duty to remind the board that Mrs. Clifton is about to face a most unpleasant trial that has already attracted considerable media attention. Of course, we all hope, and expect, that our chairman will be able to dismiss the serious charges levelled against her. However, should Lady Virginia Fenwick succeed in proving her case, obviously Mrs. Clifton would have to consider her position. With that in mind, it might be prudent for her to temporarily, and I stress the word temporarily, step down as chairman until the trial is over.” He paused for a moment and looked at each of his fellow directors in turn before adding, “I hope it won’t be necessary to call a vote on this occasion.”
Emma could sense that if it was put to a vote, the board were, with one or two exceptions, broadly in agreement with the new deputy chairman’s proposal. She gathered up her things and quietly left the room.
Mellor was about to move into her chair when Admiral Summers rose from his place, and fixed him with a stare as if he were a German U boat commander, before saying, “This is not the board I joined twenty years ago, and I no longer care to be a member of it.”
As he left the room, Bob Bingham and David Dixon joined him.
When the door closed behind them, Mellor turned to Knowles and said, “That’s a bonus I hadn’t anticipated.”
SEBASTIAN CLIFTON
1970
33
“WHAT DO I TELL your father when he phones to ask me how the board meeting went?”
“The truth. He’ll expect nothing less.”
“But if I do, he’ll turn around and come straight back home.”
“Why, where is he?”
“At Heathrow, waiting to board a flight to Leningrad.”
“How unlike him to leave when—”
“It’s my fault. I told him we couldn’t possibly lose the vote, and he took my word for it.”
“And we wouldn’t have done if I’d arrived on time.”
“True enough. Perhaps it would have been more sensible if you’d come down the night before,” said Emma.
“And if you’d taken my advice, none of this would have happened,” snapped Seb.
Both of them remained silent for some time.
“How important is Dad’s trip to Leningrad?”
“Every bit as important as this morning’s vote was for me. He’s been preparing for it for weeks, and if he doesn’t go now, he won’t get another chance for a very long time, if ever. Anyway, he’s only going to be away for a couple of days.” She looked at her son. “Perhaps you could take the call when he phones.”
“And say what?” asked Seb. “If he asks me how the meeting went, I’ll have to tell him the truth otherwise he’ll never trust me again.” He brought the car to a halt outside the Manor House. “What time did you say he was likely to call?”
“His flight’s at four, so I suppose it will be some time around three.”
Seb looked at his watch. “Don’t worry, I’ll come up with something by then.”
* * *
Harry didn’t need to check in his luggage because he’d only brought an overnight bag. He knew exactly what he needed to do from the moment he landed and he would have more than enough time to fine-tune his plan on the long flight across the continent. If the impossible had happened and Emma had lost the vote, then it wouldn’t matter anyway, because he’d be taking the next train back to Bristol.
“This is the first call for all passengers on BOAC flight 726 to Leningrad. Would you please make your way to gate number three where the flight is now boarding.”
Harry strode across to the nearest phone booth, clutching a handful of coins. He dialed his home number and fed in enough money to allow him three minutes.
“Bristol 4313,” said a voice he recognized immediately.
“Seb, hi. What are you doing at home?”
“Helping Mum celebrate. I’ll go and get her so she can tell you the good news herself.”
“This is the second call for passengers traveling to Leningrad on BOAC flight number…”
“Hello, darling,” said Emma. “I’m so glad you called, because—” The line went dead.
“Emma, are you there?” There was no reply. “Emma?” he tried again, but there was still no response and he didn’t have enough coins left over to call a second time.
“This is the third and final call for passengers on BOAC flight 726 to Leningrad.”
Harry replaced the receiver, trying to recall Seb’s exact words—“Helping Mum celebrate. I’ll go and get her so she can tell you the good news herself.” When Emma had come on the line, she had sounded unusually cheerful. She must have won the vote, Harry concluded. Despite this, he hesitated for a moment.
“Would Mr. Harry Clifton please make his way to gate number three,
as the gate is about to close.”
* * *
“What are we celebrating?” asked Emma.
“I don’t know,” said Seb, “but I’ll think of something by the time Dad gets back from Russia. But for now we have to concentrate on more immediate problems.”
“There’s not much we can do until the trial is over.”
“Mother, you must stop acting like a Girl Guide, and begin to think like Mellor and Knowles.”
“And what are they thinking at this moment?”
“That it couldn’t have gone better for them if they’d planned it. Not only did they get rid of you, but three of your most trusted lieutenants at the same time.”
“Three honorable men,” said Emma.
“Just like Brutus, and look where that got him.”
“I wish I’d still been in the boardroom when Admiral Summers—”
“You’re back in your Girl Guide uniform, Mother. Now snap out of it, and listen carefully. The first thing you must do is ring Admiral Summers, Bob Bingham, and Mr. Dixon, and tell them that under no circumstances are they to resign from the board.”
“But they walked out, Seb. Knowles and Mellor won’t give a damn why they did.”
“But I do give a damn, because I only care about the three votes we would sacrifice for the sake of a pointless gesture. If they were to remain on the board, with my vote, yours and Dobbs’s, we’d have six votes to their five.”
“But I won’t be in the chair again until after the trial. Have you forgotten that I stood down?”
“No, you didn’t. You just walked out of the meeting. So you can walk back in again, because if you don’t, you won’t be chairman after the trial, win or lose.”
“You’re a devious individual, Sebastian Clifton.”
“And as long as Mellor and Knowles don’t work that out, we’re still in with a chance. But first, you’ve got three calls to make. Because, believe me, Mellor and Knowles will only ever accept defeat if we win every vote.”
“Perhaps you should be chairman,” said Emma.
“All in good time, Mother. But what I need you to do now is get straight on the phone to Admiral Summers, because he’s probably already written his resignation letter. Let’s just hope he hasn’t posted it.”
Emma picked up the phone book and began flicking through the S’s.
“And if you need me for anything, I’ll be in the library making a long-distance call,” said Seb.
* * *
Adrian Sloane was standing in the entrance hall of Farthings Bank at five minutes to eleven. No one could remember the chairman ever coming down to meet a guest before.
Mr. Bishara’s Bentley drew up outside the bank four minutes later and a doorman rushed across to open the car’s back door. As Bishara and his two colleagues entered the building, Sloane stepped forward to greet him.
“Good morning, Mr. Bishara,” he said as they shook hands. “Welcome to your bank.”
“Thank you, Mr. Sloane. I’m sure you’ll remember Mr. Moreland, my lawyer, and Mr. Pirie, my chief accountant.”
“Of course,” said Sloane, shaking hands with both men. He then guided his guests toward a waiting lift as the staff burst into well-rehearsed applause to welcome their new president.
Bishara gave a slight bow and smiled at the three young porters who stood behind the reception desk. “That’s where I began my banking career,” he said to Sloane as he stepped into the lift.
“And now you’re about to become the owner of one of the City’s most respected financial institutions.”
“A day I have looked forward to for many years,” admitted Bishara. A statement that made Sloane feel even more confident that he could forge ahead with his change of plan.
“When we reach the executive floor we’ll go straight through to the boardroom, where the offer documents have been prepared and await your signature.”
“Thank you,” said Bishara, as he stepped out into the corridor. When he entered the boardroom, the bank’s eight directors rose as one and waited for him to take his place at the head of the table before they sat back down. A butler served Bishara with a cup of his favorite Turkish coffee, black and steaming hot, and two McVitie’s shortbread biscuits, also his favorite. Nothing had been left to chance.
Sloane took a seat at the other end of the table.
“On behalf of the board, Mr. Bishara, allow me to welcome you to Farthings Bank. With your permission, I will take you through the procedure for the exchange of ownership.”
Bishara took out his fountain pen, and placed it on the table.
“In front of you are three copies of the offer document, as approved by your lawyers. Both sides have made small emendations, but nothing of any real consequence.” Mr. Moreland nodded his agreement.
“I thought it might be helpful,” continued Sloane, “if I were to highlight the most important issues we have agreed on. You will become the president of Farthings Bank, and can nominate three directors to represent you on the board, one of whom will be appointed deputy chairman.”
Bishara smiled. They weren’t going to like who he had in mind for deputy chairman.
“I will remain as chairman for a period of five years, and the eight board members present here today will also have their contracts renewed for a further five years. And, finally, the sum agreed upon for the takeover is twenty-nine million eight hundred thousand pounds, which values each share at five pounds.”
Bishara turned to his lawyer, who handed him a banker’s draft for the full amount. He placed it on the table in front of him. The sight of it almost caused Sloane to change his mind.
“However,” said Sloane, “something has arisen in the past twenty-four hours that has made it necessary to make a small adjustment to the contract.”
Bishara could have been playing backgammon at the Clermont for all Sloane could tell from the expression on his face.
“Yesterday morning,” continued Sloane, “we had a call from a well-established City institution which offered us six pounds a share. In order to prove their credibility, they placed the full amount in escrow with their solicitors. This offer placed me and the board in a most invidious position, as we are no more than the servants of our shareholders. However, we held a board meeting earlier this morning and it was unanimously agreed that if you were able to match the offer of six pounds a share, we would dismiss the rival bid and honor our original agreement. We have therefore adjusted the offer document to show this change, and have entered the new figure of thirty-five million, seven hundred and sixty thousand pounds.” Sloane gave Bishara an ingratiating smile, and added, “Given the circumstances, I hope you will consider this an acceptable solution.”
Bishara smiled. “Firstly, Mr. Sloane, allow me to thank you for your courtesy in giving me this opportunity to equal the counterbid made by a third party.” Sloane smiled. “However, I must point out that we agreed on the sum of five pounds a share almost a month ago, and as I put down a deposit with my solicitors in good faith, this comes as something of a surprise.”
“Yes, I must apologize for that,” said Sloane. “But you will understand the dilemma I faced, remembering that we have a fiduciary duty to our stockholders.”
“I don’t know what your father did for a living, Mr. Sloane,” said Bishara, “but mine was a carpet trader in Istanbul, and one of the many things he taught me in my youth was that once a price had been agreed upon, coffee was served, and you then sat around for some time pretending to like each other; the equivalent of an Englishman’s handshake followed by lunch at his club. So my offer of five pounds a share is still on the table, and if you decide to take it up I will happily sign the agreement.”
All eight board members turned and looked at the chairman, willing him to accept Bishara’s offer. But Sloane simply smiled, convinced that the carpet trader’s son was bluffing.
“If that is your final offer, Mr. Bishara, I fear I will have to accept the counterbid. I only hope that we can part as
friends.”
The eight directors turned their attention to the other end of the table. One of them was sweating.
“Clearly the morals of City bankers are not those I was taught sitting at my father’s feet in the bazaars of Istanbul. Therefore, Mr. Sloane, you have left me with no choice but to withdraw my offer.”
Sloane’s lips began to quiver as Bishara handed the banker’s draft back to his lawyer, rose slowly from his place, and said, “Good day, gentlemen. I wish you a long and successful relationship with your new owner, whoever that might be.”
Bishara left the boardroom flanked by his two advisors. He did not speak again until they were seated in the back of his Bentley, when he leaned forward and said to his driver, “Change of plan, Fred, I need to call Kaufman’s Bank.”
* * *
“Could you put me through to Dr. Wolfe,” said Seb.
“Who is calling?”
“Sebastian Clifton.”
“Mr. Clifton, how kind of you to call back. I only wish it were in happier circumstances.”
Seb’s legs gave way, and he collapsed into the chair behind his father’s desk, desperate to find out if anything had happened to Samantha or Jessica.
“Sadly,” continued Dr. Wolfe, “Samantha’s husband, Michael, recently suffered a stroke while on a flight from Chicago back to Washington.”
“I’m very sorry to hear that.”
“By the time they got the poor man to a hospital, he had lapsed into a coma. How differently things might have turned out if it had happened an hour earlier or an hour later. This all took place some weeks ago, and his doctors are not optimistic about his recovery. In fact, they have no way of knowing how long he will remain in his present state. But that was not the purpose of my call.”
“I’m guessing that it’s Jessica you called about, and not her stepfather.”
“You’re right. The truth is that medical bills in this country are quite horrendous, and although Mr. Brewer held a high-ranking post in the State Department and was well covered by his health insurance, the expense of the around-the-clock nursing his condition requires has resulted in Samantha deciding to withdraw Jessica from Jefferson Elementary at the end of this term, as she can no longer afford our fees.”
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