AGM Watch: Why is BSL extending ESOS to its independent directors?

THE Minority Shareholders Watch Group (MSWG) will raise its opposition to the proposal by BSL Corp Bhd to allocate share options to its independent non-executive directors (INEDs) at the company’s forthcoming extraordinary general meeting (EGM).

In line with better corporate governance, MSWG does not encourage the practice of offering employees share option scheme (ESOS) to INEDs as they play the independent check and balance role (as opposed to executive role) in the company as well as are responsible for monitoring the ESOS options allocation to employees and executive directors.

Moreover, there is also the risk that the INEDs may be fixated with the share price of the company, thus affecting their impartial decision-making with regard to share price consideration.

Under BSL’s proposed share options allocation, three INEDs namely Wong Boon Peng, Chong Kwang Fock, and Chew Khai Liong are eligible to subscribe for new shares under the company’s ESOS scheme.

“Why is the ESOS extended to the three INEDs since they do not perform executive roles? Shouldn’t the directors’ fee and other benefits they receive be adequate to compensate the services rendered by them?” asked the shareholder activism group.

“Considering the independent and non-executive role of the three INEDs in BSL, what is their view on the ESOS scheme extended to them? Are they keen to accept the shares if the ESOS options are offered to them?”

BSL will be staging its virtual EGM on Oct 22 (Friday) at 10.30am from the broadcast venue at Level 10, Tower 11, Avenue 5 in Bangsar South, Kuala Lumpur.

Elsewhere, MSWG is also seeking clarification from Hai-O Enterprise Bhd during the company’s forthcoming annual general meeting (AGM) as to how the full lockdown in June 2021 and weaker consumer sentiment have affected the company’s retail segment business.

“As the COVID-19 pandemic has caused inevitable change in customer buying behaviour, does the company expect its retail segment to lag in its recovery given this segment relies on brick-and-mortar sales?” asked shareholder activism group. “If so, how is the company addressing these challenges?”

In a related development, MSWG also probed on the progress of Hai-O’s internal e-commerce platform (Hai-O eStore) and the Hai-O flagship stores which were set-up at both Lazada and Shopee in August 2020.

“How much e-commerce sales accounted for the total sales for retail segment in FY2021?” asked MSWG.

“How successful are the Hai-O eStore as well as Lazada and Shopee stores in attracting retail segment shoppers to make purchases online?  Please elaborate on the traction and results from your online platforms.”

Hai-O will stage its 46th AGM virtually from Menara Hai-O in Jalan Bukit Bintang, Kuala Lumpur on Oct 21 (Thursday) at 11.30am. – Oct 17, 2021

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