Hill crushes dissidents, re-elected Chairman of Metro Bank by huge margin

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Banker Vernon Hill and his wife designer Shirley Hill, with their dog Duffy, at their Moorestown mansion home, which they call Villa Collina

UPDATE 4/24: By an overwhelming margin, shareholders of Britain’s Metro Bank Plc have re-elected founder Vernon W. Hill II as chairman of the U.K. bank, crushing an effort by index-fund investor Royal London Asset Management and the Glass-Lewis investor advisory service to urge shareholders to vote against Hill in protest of the bank’s pay and contracting policies.

Hill won approval of 96.3 percent of shares voted, which included more than 80 percent of total shares, the London Stock Exchange reported in a tabulation of the votes. All other management-backed directors also won, with margins from 95.5 percent to 99.96 percent. And the bank’s executive pay proposals won 93.5 percent of share votes. “We are grateful for the continued overwhelming support demonstrated today by our investors,” Hill said in a statement distributed by the exchange, adding this is “proof our investors continue to support the strategic direction and robust governance framework of Metro Bank.

UPDATE 4/19: Glass-Lewis, the investor advisory service, urged Metro Bank shareholders to vote against founder Vernon Hill’s re-election as chairman, citing payments, which the bank discloses, to his wife Shirley’s design firm, InterArch. From its report: “We question the need for the Company to engage in business relationships with its directors and their close relations… A company’s decision regarding where to turn for the best products and services may be compromised when doing business with a firm so closely related to one of the Company’s directors.”

Glass-Lewis also noted that Hill’s chairmanship had in the bank’s early years been opposed by the U.K. Financial Services Authority, and that family business relationships had aroused regulatory scrutiny before his departure from the former Commerce Bank. Hill has long maintained that InterArch is integral to his companies’ success. Metro’s largest shareholders are mostly American individuals and institutions who have long supported Hill’s companies: billionaire Steven A. Cohen owns 9 percent; Fidelity, 8 percent; JPMorgan, 7 percent; Vernon Hill, 5 percent; Wellington Management, 4 percent. The Toll brothers of Philadelphia, Bruce and Robert, each own almost 2 percent.

EARLIER: Anyone who’s watched Vernon Hill build his companies over the last 40-plus years knows the Moorestown-based banking mogul’s wife, Shirley, is a partner in business, not just in life.

Vernon, whose old golfing buddy Donald Trump has helped promote his past enterprises, raises money from real estate developers and other global investors. He hires canny lenders and bosses from working-class backgrounds, and puts them hard at work, on a short leash. Shirley sets the bank’s boxy, glossy natural-lit look, buys the furniture, bosses the builders, and leads a flying inspection squad that pushes staff to keep branches clean, efficient, and friendly. No personal photos. No chipped door handles.

At Commerce Bank, from soon after its founding in the 1970s to Vernon’s departure in 2006, Shirley’s design firm, InterArch, oversaw the look and feel of the 400-branch base from which Commerce forced rivals to extend hours, simplify fees, and cut teller lines. The company told investors in its yearly reports it paid InterArch up to $10 million a year. When he started Metro Bank Plc in 2010, Vernon very publicly imported that model to England. Shirley, too.

But this family coziness was apparently news to one British Metro investor. Royal London Asset Management says it will vote against Hill and his pay package at the annual meeting April 24, because it doesn’t like such close-quarter deals as Metro’s reliance on Shirley and InterArch, for architecture, branding, and related services, the Telegraph and Independent newspapers report. (Update: Royal London spokeswoman Margherita Orlandini told me April 16 that the firm holds Metro in an index fund — “we don’t choose” to hold the stock in an active portfolio — so the firm is protesting on principle; it doesn’t want to own companies that hire family, whether they’re profitable or no.)

I saw how the couple works firsthand in 2011, when I watched Shirley and aides at InterArch bear down on U.K. contractors building and bank workers setting up Metro offices in Greater London.

“I approve a branch site, and then I don’t come back until it opens,” Vernon said. “Shirley and her people know exactly what to do.”

Teaching U.K. contractors was extra work, Shirley said. “Over here, for a lot of people in business, ‘Yes’ means, ‘Maybe,’ ” she said. Unacceptable: “We have had to teach them that what we do is very intricate” and tightly scheduled.

Shirley Hill made Metro succeed because she is “obsessed about detail,” and “very direct,” Amanda Donnachie, a Scot who ran the bank’s cleaning contractor, told me. Contractors and staff found they had to look for and solve problems, not just stand there doing the minimum. Metro grew fast — and, unlike in the U.S., feared no imitators. Donnachie concluded: “This won’t catch on in the U.K. A lot of clients prefer to buy mediocrity.”

Royal London, the complaining firm, owns a modest 0.4 percent of the bank, worth almost $20 million. Its leaders are outraged that the bank paid the boss’ wife’s business $6.5 million last year, and nearly $20 million since 2010. The firm also plans to vote against Vernon and his pay and audit committee chairs, and against his $700,000-a-year pay package. (His chief executive, Craig Donaldson, makes about twice as much.)

“In a year when large corporate failures dominate the headlines, boardrooms should pay especially close attention to related party transactions such as the payments by Metro Bank to InterArch, owned by the wife of the bank’s chairman, for design and branding services,” Ashley Hamilton Claxton, who heads Royal London’s responsible investment committee, told the Telegraph. He noted there had been a “history of related-party transactions between the chairman and members of his family” at Commerce, before Vernon resigned in 2007, after U.S. bank regulators stopped approving new Commerce branches.

I wrote in the 2000s about Hill’s spats with U.S. regulators, and Commerce’s patronage of Shirley’s firm, the Hill family site-selection and title firms. Back then, Shirley refused interviews. After watching her command the bank’s U.K. expansion, I speculated that U.S. regulators might have backed off, if they’d seen her in action. Shirley really does seem to be just that important to business, Hill-style.

And what can a dissident vote accomplish, really? Metro, the first new bank in Britain in decades, has been boosting market share. Last month, it reported its first annual profit. What will change, if Metro hires other contractors? Or regulators force the family out?

After Hill quit Commerce, it was sold to Canada-based TD Bank, enriching Hill by more than $300 million and enabling him to back more banks. Besides Metro, he is chairman and the largest investor of Republic First Corp. in Philadelphia, which is building Commerce-style Republic branches across the region.

Vernon collects six-figure consulting and rental payments from Republic, which are disclosed in the company’s yearly shareholder statement. Last year, it paid Shirley’s firm $450,000, plus $361,000 in 2016, “for marketing, graphic design, architectural, and project-management services.” Republic shares more than doubled in value after Hill was named chairman in late 2016. So far, investors there don’t seem to be complaining.