CORPORATIONS: Of Board Rooms And Bedrooms

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Sir John Davis' 13-year tenure as chairman of Britain's Rank Organization (annual sales: $600 million) has long seemed a corporate version of the reign of Henry VIII. A 68-year-old, 202-lb. former accountant and veteran of five marriages, Davis ran the company like a Renaissance monarch: he insisted on deciding personally minute details like the design of an invitation card to a company party, and became known as "the executioner" for his summary firings of scores of lesser executives. The latest and most notable casualty occurred in September, when Sir John got rid of another much harried heavyweight: 236-lb. Graham Dowson, 52, who had held the title of chief executive. Dowson had incurred Davis' wrath by rejecting the woman that Sir John had promoted as Dowson's fourth wife.

Last week, however, there were clear signs that in sounding the Rank gong for Dowson, Davis may have written the last chapter of his own imperial reign. Long-timid Rank directors approved what was termed Dowson's "resignation." But, troubled by sagging profits, they issued a statement saying they were considering proposals "for broad corporate reorganization." Among the expected reforms: delegation by Davis of real authority to division managers; nomination of a director who would live in the U.S. and maintain close liaison with the American investors who own 45% of Rank's shares.

Master Stroke. The biggest reform, and one that a senior company source confides is likely to be adopted within six months, would be a plan to give Rank shareholders equal voting rights. Long before his death in 1972, Company Founder J. Arthur Rank set up an involved scheme under which the Rank Foundation, though it holds only 9.44% of the stock, casts 53% of the votes. His intention was to prevent a takeover by

U.S. shareholders; but the effect was to give Davis, who is trustee of the foundation as well as chairman of the company, the power to vote down anyone who dared object to anything he did.

In 1956, when he was deputy chairman, Davis was responsible for a master stroke. He had Rank buy $2.8 million worth of stock in U.S. Haloid Co., now Xerox Corp., after both RCA and IBM had passed up the opportunity. That investment has since metamorphosed Into a 49% share of Rank Xerox, a Xerox division responsible for all sales of copiers outside the Western Hemisphere and the Far East; it returned Rank profits last year alone of $129 million. After that coup, though, Davis seemed to lose his touch.

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