Of Board Rooms And Bedrooms

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.

Davis poured millions of pounds into buying leisure industries, hotels and real estate, the last of which saddled Rank with a $380 million development program at the moment the bottom fell out of the British real estate market in 1973. He also angered American shareholders by making an abortive bid to buy a British brewing company, Watney Mann, without telling them about it. Having no other way to protest, the Americans began selling their stock; they were annoyed not only because they were not consulted on a major corporate move but also because Davis' heavy borrowings for expansion were diluting profits. Last year, for example, Rank earnings of $44.2 million were almost eaten up by $44 million in interest charges. Still, no Rank executives challenged Davis, for understandable reasons. "He has a nasty way of dressing down senior as well as junior executives on the most trifling matters in front of a large audience," recalls one former subordinate.

Enter Dowson, a onetime R. A.F. pilot, Tupelo, Miss, disk jockey and Davis protege, whom Sir John last October promoted from deputy chief to chief executive. Dowson rapidly concluded he would never have real authority as long as Sir John was around. Finding himself unable to challenge Davis in a boardroom battle, he apparently decided to opt for a lucrative early retirement by taking on Sir John in a bedroom farce.

Dowson for twelve years had been living with his secretary, Pamela Awbery, 43. In July he took out a license to marry her in September--but now Dowson ungallantly insists that "Sir John talked me into it. He said I had to do it for the company image." Davis had another interest: Awbery is a close friend of his own mistress, Felicity Rutland, a 37-year-old who was Britain's debutante of the year in 1956. A mere two weeks before he was supposed to marry Awbery, Dowson stole away to marry instead a mysterious 26-year-old beauty, Denise Shurman, in a "secret" ceremony --reports of which, however, promptly appeared in the press. An enraged Davis, already annoyed at Dowson for his corporate performance, told him he would have to go.

Dowson got out with over $300,000 in severance pay and one further worry: Pamela Awbery asserts she wants some of it. Says Dowson, rather waspishly, "It is a pity that the issue of wives and mistresses ever came into it because Sir John's record with women is appalling. As far as I know none of his ex-wives or girl friends have many kind things to say about him. If all my previous wives were around, I am sure they would still be rooting forme."

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