The Works boardroom dispute has escalated sharply, with investment firm Kelso publicly questioning whether the retailer’s chair, Steve Bellamy, spends enough time in the UK to fulfil his duties, after filing records confirmed he is a resident of New Zealand.
The row centres on Kelso’s push to install a new director on The Works’ five-person board. Kelso, which holds a 10% shareholding in The Works, is backing the appointment of Graeme Coulthard, a retired private equity investor who owns around 8% of the company having first invested in 2020.
What Kelso is asking about Steve Bellamy
Kelso fired back at the retailer on Monday, issuing a statement that raised pointed questions about Bellamy’s physical attendance at board meetings. ‘Kelso believes shareholders would benefit from greater clarity regarding Steve Bellamy’s physical attendance and in-person engagement with the business,’ the firm said.
Kelso asked ‘how much time he spends in the UK with the business and how many of the company’s seven plc board meetings during the last year the chair attended in person’, noting that the most recent filing at Companies House records Bellamy as a New Zealand resident.
The Works responded robustly, saying Bellamy had attended all in-person meetings and that Kelso had been ‘fully aware’ of the time he spends outside the UK. A spokeswoman said: ‘Steve Bellamy’s full attendance at all board meetings are a matter of record in the group’s annual report. He has attended all in-person board meetings since his appointment in 2024 and all online meetings.’
The spokeswoman added: ‘Kelso was fully aware of the time Steve spends outside the UK when they were involved in and strongly supported his appointment. Nothing has changed in Steve’s personal or working circumstances since his appointment in 2024.’
The Works boardroom dispute: history with Kelso
The tensions between the two sides have a longer history than this week’s exchange suggests. According to Retail Gazette, Kelso’s chief executive John Goold and finance boss Mark Kirkland both joined The Works’ board in 2024 before stepping down later that year. The Works’ own records show that neither Goold nor Kirkland attended all board meetings they were eligible to attend during that period.
That context gives the current row an added layer of complexity. Kelso is now challenging Bellamy’s attendance from the outside, having itself had executives on the board who did not maintain a full attendance record while serving as directors.
The Works has made clear it opposes Coulthard’s appointment. In a statement, the board warned that the proposal ‘would, in the board’s view, create unnecessary distraction, risk derailing delivery of the group’s focused growth strategy, create an imbalance in governance and potentially result in particular shareholder interests being prioritised over those of the broader shareholder base’.
The Works says it asked Kelso to withdraw the proposal, but Kelso refused. The retailer’s position is that adding Coulthard to The Works board would not serve the interests of the wider shareholder base.
Kelso, for its part, said the ‘board’s resistance to Kelso’s proposal and its lack of effort to engage with Mr Coulthard is difficult to understand’. It described it as ‘particularly disappointing that the independent directors recommended voting against his appointment without first meeting or speaking to him’.
Coulthard himself has not been quoted in the publicly available exchanges, but Kelso’s backing is firm: it argues shareholders deserve a say on board composition and that its candidate brings relevant experience.
The dispute will be settled, at least formally, when shareholders gather for The Works’ annual general meeting on 7 September, when they will vote on whether Coulthard joins the board.
