Founder Postcode Lottery Boudewijn Poelmann knows how to avoid litigation

The management of lottery group Novamedia and its founder Boudewijn Poelmann have reached an agreement on an amendment to the articles of association. As a result, Poelmann no longer has the right to veto important decisions. Those involved announced this on Thursday evening.

The Telegraph and The Financial Times reported on Thursday morning the dispute that had arisen between Novamedia – the parent company of, among others, the National Postcode Lottery and the Friends Lottery, with an annual turnover of 2.4 billion euros – and its founder.

With his 19 percent voting right, the 73-year-old Poelmann would obstruct “where possible” and “paralyze all decision-making within the company”, the management wrote last October in a petition to the Enterprise Chamber in Amsterdam, in possession of NRC. The case was supposed to be heard next week, but the scheduled hearing is now off the table.

All important decisions at Novamedia have to date had to be taken unanimously. That rule was intended to prevent outside influence, but, according to Novamedia, was “used in practice by Boudewijn Poelmann as a veto from the inside”, according to the petition. For example, he would have blocked the appointment of five commissioners and made it impossible to adopt the annual budget. According to the management, the “proper functioning of the group” was therefore endangered.

On Thursday evening, the parties decided that from now on a majority of the shareholders’ votes will suffice for operational decisions. Poelmann has lost his decisive vote as a result. In return, he was promised that he may nominate a candidate for the Supervisory Board of Novamedia Holding and the Novamedia Fundatie foundation, in which all shares in the company are held.

“This creates an agile organization that is necessary to respond to the current circumstances in the gambling markets in which Novamedia is active,” the parties write in a statement. Those involved say they “deplore” the earlier conflict.

‘Unprofessional and offensive’

Earlier on Thursday, the parties still seemed to be far apart. In the petition to the Enterprise Maker, Novamedia stated that founder Poelmann has been obstructive since he left Novamedia as a director at the end of 2020. He was succeeded at the time by Sigrid van Aken, a confidant for many years. After his wife had to leave the German branch of the company shortly afterwards, relations deteriorated according to the management. Poelmann is said to have announced that he would use a “different style”. He is said to have commented “many times in an unprofessional and downright insulting way” about the directors and supervisory directors at Novamedia.

“Anyone who is not with Poelmann is against him and should leave ‘his Novamedia’,” the petition read.

“Complete nonsense,” Poelmann called the allegations in a response on Thursday. “I can’t prevent all decision-making anyway, that’s 100 percent wrong.” According to the founder, unanimity is only required for appointments and decisions above 5 million euros. “The budget is determined by the supervisory board. That I would stop it is really a lie.”

According to him, it was “absolutely true” that he had come into conflict with the top of Novamedia, but the quarrel had a different cause. His wife, then a director in Germany, complained in a letter to the management at the beginning of 2021 about the performance of one of the board members, who allegedly acted “haughty” and “arrogant” and “coerced” employees. NRC has been able to see the letter in question. Poelmann: “Then they took sides and my wife was relieved of her position. Then the train ran off the rails.”

Political celebrities

Over the years, a structure has been built around Novamedia in which many prominent political figures play a role. For example, former President of the House of Representatives Gerdi Verbeet (PvdA) is chairman of the supervisory board at Novamedia Holding, the entity in which the company is actually managed. The Novamedia Fundatie foundation, in which all shareholders – including Poelmann himself – have placed their shares since 2016, is co-managed by former CDA party chairman Pieter van Geel. Former VVD minister Pieter Winsemius is on the board of appointment. CDA member and former minister Ben Knapen is chairman of the Continuity Novamedia foundation, which also supervises activities of the lottery company.

According to a statement previously circulated by Novamedia, there was “broad administrative support within these bodies to amend Novamedia’s statutes to make the detrimental use of the de facto right of veto manageable.” In other words: Poelmann has recently found himself diametrically opposed to a series of politicians, many of whom he himself managed to involve in the company in recent years. That cold seems to be gone now.

Novamedia organizes lotteries in five countries, with part of the proceeds going to charities. In addition to the Netherlands, the company is active in the United Kingdom, Germany, Sweden and Norway. Last year, Novamedia donated 850 million euros to charities. Since 1989, the company says it has donated 12.5 billion euros to charities, making it the world’s third largest donor to charities. Thanks to the success of the company, Poelmann also became a multimillionaire himself: according to the business magazine Quote a few years ago he had a private capital of 85 million euros.