By Devanesan Evanson
RECENTLY, a corporate representative from MSWG (Minority Shareholders Watch Group) attended the virtual annual general meeting of Menang Corp (M) Bhd at 10am, Dec 30. The corporate representative from MSWG attended the AGM as a proxy.
In total, the corporate representative had raised five questions during the meeting but none of the questions raised was answered by the board during the virtual meeting.
The first question was in relation to Ordinary Resolution 6 on the Proposed Retention of Independent Non-Executive Director (INED) Chiam Tau Meng who was appointed as an INED on Oct 21, 2005.
Chiam has served the company as an INED for more than 12 years as at the date of the notice of meeting.
The question raised was about the absence of a two-tier voting process for the retention of Chiam as an INED as advocated by Practice 4.2 of the Malaysian Code on Corporate Governance.
Practice 4.2 states that the board should seek annual shareholders’ approval through a two-tier voting process if it continues to retain an independent director after the 12th year. The board did not respond to this question.
Then, the MSWG representative raised the same question again – and again – the question was not answered.
Subsequently, the chairman of the meeting informed that there were irregularities in Ordinary Resolutions 7, 8 and 9 under the Companies Act 2016 (CA2016) and as such, he was withdrawing these resolutions.
The MSWG representative raised a question to seek clarification from the chairman as to the section of CA2016 under which the resolutions were being withdrawn. There was no answer. The same question was repeated; and again, there was no reply from the board.
Out of desperation and exasperation, the MSWG representative queried why all the questions raised earlier were not being answered. Again, there was no answer.
The AGM was adjourned for poll voting at around 10.30am. It ended at around 10.45am after the polling results were announced.
As far as the representative could note, only two other questions were raised during the AGM.
The first question was in relation to e-voucher. The second question was in relation to financial statements.
The chairman said that the second question required a lengthy explanation and that he would get the external auditors to respond to the shareholder after the meeting.
The second question was not read out at the meeting; thus, the attending shareholders had no idea what the question was.
Questions raised at a general meeting should be answered at the general meeting and not later, privately to the shareholder who raised the question.
At the time of writing, the corporate representative has not received any acknowledgement from Menang on the questions raised nor has the representative received any replies to the questions raised.
These are some of the frustrations of attending a virtual meeting. Obviously, the virtual setting of the meeting is unconducive for shareholder activism as compared to a physical meeting …at least in the above instance.
At a physical meeting, shareholders will ask questions and the board/management is obliged to answer the question at the general meeting.
Then there may be related follow-up questions by other attending shareholders. The shareholders questions cannot be ignored with impunity. – Jan 11, 2021
Devanesan Evanson is the CEO of the Minority Shareholders Watch Group, an independent research organisation to encourage good governance among public listed companies with the objective of raising shareholder value over time. He can be reached at [email protected].
The views expressed are solely of the author and do not necessarily reflect those of Focus Malaysia.
