Vote to install six new directors will take place at meeting in March

The board of Lloyd's insurer Omega will face a vote from unhappy shareholders that could force it to make sweeping changes to its board.

Invesco, Omega's largest shareholder with a 29% stake, has forced a vote at a 'special general meeting,' to be held on the 12 March, which could confirm the appointment of six new directors to control the board of the Bermuda-based insurer, while two other directors, Walter Fiederowicz and Christopher Clarke, will be removed.

However, Omega is resisting the move, and said in a circular posted today: "The independent directors do not however believe that this change of control of the Board would be in the best interests of the company and the shareholders as a whole for the reasons set out in the circular.

"These include the breach of several important principles of good corporate governance which would result from the constitution of the board of Omega following the passing of the resolutions and the implementation of the Invesco proposals."

The six Invesco directors attempting to take over the board include; John Coldman, James Bryce, Robin Spencer-Arscott, Jonathan Betts, Ernest Morrison and David Cooper.

Furthermore, Coldman has requested that the remaining non-executive directors, Clifford Palmer, Coleman Ross and Nicholas Warren, agree to stand down 'when he asks them to do so and in any case before the company's 2010 annual general meeting'. All three have told the Omega board that they intend to step down as a director if the resolutions are passed.

Regarding the Invesco proposals, Omega chief executive Richard Tolliday said: "The company acknowledges the right of shareholders to have the opportunity to vote on the resolutions and the company has accordingly called the SGM as the appropriate forum for this to take place.

"However, for the reasons set out in the circular which is being posted today, the independent directors have certain concerns in respect of the invesco proposals, which, in particular, they believe are contrary to several important principles of good corporate governance.

"Accordingly, the independent directors do not consider the Invesco proposals or the resolutions to be in the best interests of the company and its shareholders as a whole, and recommend that shareholders vote against all of the resolutions."