Executives at AIM receive controversial compensation, sparking discontent among shareholders
DCI Advisors, a property company listed on AIM, is currently under investigation and facing criticism from its largest shareholder, Almitas Capital LLC. The shareholder, which holds nearly 20% of the company's shares, alleges multiple corporate governance failures, obstruction of shareholder rights, and questionable board appointments at DCI Advisors.
The investigation centres around several key issues. Firstly, multiple corporate governance failures, including breaches of independence and accountability, have been highlighted. Almitas Capital insists on the necessity of appointing Martin Adams to the board as a corrective measure to current governance issues, but the resistance of the current board to this appointment is a central element in the ongoing shareholder dispute.
Secondly, there are concerns about the obstruction of shareholder rights to appoint directors backed by a majority. Almitas Capital called for an extraordinary general meeting (EGM) last year, which DCI agreed to set up but has postponed five times. The board has cited an ongoing "investigation" as a pretext to delay the meeting and impede shareholders' voting rights.
Thirdly, the board appointments are also called into question. Almitas insists on the necessity of appointing Martin Adams, proposing his election as a corrective measure to current governance issues. The resistance of the current board to this appointment is a central element in the ongoing shareholder dispute.
In addition, there is an implied but not fully detailed suspicion around company transactions, potentially including land sales, given the company's business focus. However, no explicit confirmation in the available sources directly links DCI Advisors to any suspicious land sale deals.
The ongoing dispute mainly focuses on governance, accountability, and shareholder rights concerning board composition and conduct. The firms contacted regarding the buyer of one of DCI Advisors' asset disposals claimed they had never heard of the buyer or the company, raising questions about the buyer's legitimacy.
The proposed incentive plan in October 2023, which could have potentially paid its directors €7m, was over three times the largest director incentive fee paid out on any comparable UK investment fund. This plan was also voted down.
DCI Advisors suspended its shares last year due to a delay in the publication of its accounts. The company announced a €22m deal to sell land on a Croatian island known as Livka Bay, which some shareholders consider a "fiasco". In March 2024, the board added an extra €100k to the directors' salaries without a vote, and in November, DCI brought forward a new incentive proposal that would have only earned the directors €4m.
Almitas Capital is growing increasingly frustrated and states that they have limited options if the board refuses to hold meetings. The extraordinary general meeting may finally happen next week.
DCI Advisors did not respond to a request for comment.
[1] Source: The Guardian, 2025 [4] Source: City A.M., 2025
Financing and investing in DCI Advisors, a property company under investigation, has become a contentious issue given the ongoing shareholder dispute with Almitas Capital LLC. The shareholder's criticisms include concerns about corporate governance failures, obstruction of shareholder rights, questionable board appointments, and suspected irregularities in company transactions. The appointment of Martin Adams, proposed by Almitas Capital, is a major point of contention, as the current board's resistance to his election adds fuel to the dispute.
