Between February 2015 and March last year, three independent non-executive directors – Inman, Mann and Sitch, joined the board, in addition to Wadley, who had been there since the float.They were professional directors, which inevitably led to tension with Woolley and McBain, who were close personally and saw themselves like the creators of Bellamy's success.It made for a sometimes uncomfortable board dynamic, but up until the December 2 "business update" these strains were normal for a company which had gone from a micro cap to be worth $1.4 billion in just two years.But those tensions would spill into the open as ever greater problems emerged.The close relationship between the chairman and chief executive became a problem.While Woolley was seemingly the dominant party in the relationship, having hired McBain and also appointed her husband Roger to the board of his other company, TasFoods, in reality it was the other way around. Calm down. Dec 30 Black Prince calls for a special general meeting to remove the four non-executive directors and replace them with original backer Jan Cameron and three of her associates.Oct 19 Strong China results trumpeted at AGM, shareholders vote down McBain’s $1.38 million pay packet.Aug 19 Bellamy’s announces record result for FY16, revenues in China up 331%.
Then, disaster.In the days after Bellamy's Australia admitted in a vaguely worded statement to problems in China, the infant formula maker hurriedly established a war room in the Melbourne offices of law firm Herbert Smith Freehills.What started out as a temporary office for out-of-town Bellamy's directors Patria Mann and Michael Wadley soon became a critical command post with just one mission – to save the company.Bellamy's former CEO Laura McBain was travelling at least two weeks each month, either seeing suppliers in Europe, the sales force in China or speaking at investor conferences. "He [Woolley] didn't realise it but Laura was the boss," says one insider.One issue concerning the board was McBain travelling at least two weeks each month, either seeing suppliers in Europe, the sales force in China or speaking at investor conferences. You don't need to be rushing around in traffic jams, flying all over the place, you know, chasing this, that and the other.
And I think when you're dealing with unknowns - simultaneous to the fact that people really want their governments to know and to give decisive instructions - there's a recipe for disbalance, where governments can't say the truth. "I think things could have been handled better. Jan 18 Black Prince, under pressure from the board, forced to disclose it is answerable to a charitable foundation set up by Cameron, even though she had previously denied any link.
“I knew how to say his name,” she said. Analysts and investors criticise McBain’s evasive performance during a briefing call.
• Bellamy’s chief executive • Linked to Bellamy’s biggest shareholder (Black Prince Private Foundation) Dec 12 Shares placed in a trading halt. Analysts and investors criticise McBain’s evasive performance during a briefing call. Dec 12 Shares placed in a trading halt. "They hadn't done the work on their supply chain and distribution channels," says CLSA's Weick. • BRW Richlister worth $491mGraeme Cureton • Former Deloitte partner "On the one hand she [McBain] loved being at the centre of the dealings which was a good thing, but she was a micro manager and delegated nothing. "I think I've probably had unnecessary tendencies to work in the past. "Muse had decided to take a year off; we did a lot heavy touring last year and the years before as well. • Nominated Bellamy’s new directorVaughan Webber
• Former Deloitte partnerRoger McBain Non-executive directors Patria Mann, Laura Inman, Michael Wadley and Charles Sitch agree not to put out an announcement before they are “really sure”.
Jan 11 Company replaces McBain with acting CEO Andrew Cohen, and says the board has renegotiated a key supply contract with Fonterra. They would remain in a trading halt for a month.During this period it would emerge the company had a year's worth of inventory or around $110 million of stock sitting in factories and warehouses, a crucial fact not mentioned during the December 2 "business update".It was this revelation which pushed the company right to the brink.There was too much stock in the system, while at the same time Bellamy's was obliged to continue paying New Zealand dairy giant Fonterra to produce more infant formula whether it was required or not.This was part of the now infamous "take or pay contract".If it had not been renegotiated then Bellamy's was liable for another $8 million to $10 million a year in "shortfall payments" to Fonterra, a commitment the company would have struggled to meet.At that point the "war room" at Freehills in Melbourne expanded into two rooms.There was the "Bellamy's room" and the "Fonterra room" as the company and its advisers scrambled to renegotiate the contracts and rescue the company.Even with the changed contract terms, Bellamy's expects to pay at least $22 million over the next two years in shortfall payments and has given Fonterra "second ranking" security over its assets.In return, the dairy giant pushed out the minimum production requirement under the contracts from five to eight years.As is often the case, the crisis at Bellamy's unfolded in slow motion.
"There's still a lot of unknowns. "It was kind of spontaneous," he says.
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