News
AGM OF FCW HOLDINGS BERHAD - IS THIS WAY TO CREDIBILITY AND SUSTAINABILITY
22 December 2006
On 22 December 2006, the Fifth-First (51st) Annual General Meeting (AGM) of FCW Holdings Bhd continued despite the strong objections of substantial number of minority shareholders against the absence of the Non-Independent, Non-Executive Chairman for at least the last three (3) consecutive years.
MSWG pointed out that the continuing absence of the Chairman and he was away overseas, was unacceptable and the continuation of the AGM indicated that minority shareholders’ rights could have otherwise been better served. Certain shareholders and proxies present, who voted for the AGM to continue, could be interpreted to have not acted in the interest of all shareholders.
An important aspect of corporate governance is shareholders’ rights. Often, provisions that move away from one share for one vote, and to vote by show of hands, contribute to weak shareholders’ rights. The greater number of certain shareholders and proxies came prepared for the AGM and voted against their fellow other shareholders and in disunity, they have failed to protect their interest collectively.
MSWG is of the view that often much of the shareholder democracy is focused on the rights of retail shareholders. However, when the result of voting is carried by votes of certain shareholders and proxies, shareholder democracy is no longer practised, but is an illusion.
It is important that retail shareholders understand their rights correctly and effectively. The AGM is the most important event and an opportunity for shareholders to see their Directors and Chairman in person, and to gauge their attitude and responsibility towards them. Generally, in most AGMs, shareholders are bemused by the silence of other directors throughout the meeting while the meeting is largely conducted by the Chairman. In this particular case, it is odd that the Chairman has been absent for the three consecutive years. Shareholders can question his commitment and sincerity towards shareholders. Oddly, one independent director openly defended him, trying to explain his absence unconvincingly.
MSWG took to account the conduct of certain directors to get certain shareholders and proxies to support the continuing absence of the Chairman. This did not augur well for our capital market, detracting from the spirit of good corporate governance for directors to exercise collective responsibility of the Board for company performance and prospects. Why did the Chairman not face shareholders, met them and openly explained matters to them that affected the company.
The absence of the Chairman for three consecutive years reflected his lack of accountability for his role and a serious breakdown for shareholder comfort. This is even so especially now that the Company is classified as an affected issuer under PN17. Although the AGM continued, the Chairman had failed to offer himself to be questioned and subject to scrutiny, while the Executive Director took the blunt from aggrieved shareholders as the Chair of the AGM on his behalf.
In trying to enhance shareholders activism and protect minority interest, MSWG takes a serious view of the absence of Board chairman and directors from general meetings. MSWG will not hesitate to have these meetings adjourned and even move not to reelect these directors. Only in this way, can we protect the credibility and sustainability of our capital market.
Abdul Wahab Jaafar Sidek
Chief Executive Officer
Minority Shareholder Watchdog Group (MSWG)
Dated: 22 December 2006
22 December 2006
On 22 December 2006, the Fifth-First (51st) Annual General Meeting (AGM) of FCW Holdings Bhd continued despite the strong objections of substantial number of minority shareholders against the absence of the Non-Independent, Non-Executive Chairman for at least the last three (3) consecutive years.
MSWG pointed out that the continuing absence of the Chairman and he was away overseas, was unacceptable and the continuation of the AGM indicated that minority shareholders’ rights could have otherwise been better served. Certain shareholders and proxies present, who voted for the AGM to continue, could be interpreted to have not acted in the interest of all shareholders.
An important aspect of corporate governance is shareholders’ rights. Often, provisions that move away from one share for one vote, and to vote by show of hands, contribute to weak shareholders’ rights. The greater number of certain shareholders and proxies came prepared for the AGM and voted against their fellow other shareholders and in disunity, they have failed to protect their interest collectively.
MSWG is of the view that often much of the shareholder democracy is focused on the rights of retail shareholders. However, when the result of voting is carried by votes of certain shareholders and proxies, shareholder democracy is no longer practised, but is an illusion.
It is important that retail shareholders understand their rights correctly and effectively. The AGM is the most important event and an opportunity for shareholders to see their Directors and Chairman in person, and to gauge their attitude and responsibility towards them. Generally, in most AGMs, shareholders are bemused by the silence of other directors throughout the meeting while the meeting is largely conducted by the Chairman. In this particular case, it is odd that the Chairman has been absent for the three consecutive years. Shareholders can question his commitment and sincerity towards shareholders. Oddly, one independent director openly defended him, trying to explain his absence unconvincingly.
MSWG took to account the conduct of certain directors to get certain shareholders and proxies to support the continuing absence of the Chairman. This did not augur well for our capital market, detracting from the spirit of good corporate governance for directors to exercise collective responsibility of the Board for company performance and prospects. Why did the Chairman not face shareholders, met them and openly explained matters to them that affected the company.
The absence of the Chairman for three consecutive years reflected his lack of accountability for his role and a serious breakdown for shareholder comfort. This is even so especially now that the Company is classified as an affected issuer under PN17. Although the AGM continued, the Chairman had failed to offer himself to be questioned and subject to scrutiny, while the Executive Director took the blunt from aggrieved shareholders as the Chair of the AGM on his behalf.
In trying to enhance shareholders activism and protect minority interest, MSWG takes a serious view of the absence of Board chairman and directors from general meetings. MSWG will not hesitate to have these meetings adjourned and even move not to reelect these directors. Only in this way, can we protect the credibility and sustainability of our capital market.
Abdul Wahab Jaafar Sidek
Chief Executive Officer
Minority Shareholder Watchdog Group (MSWG)
Dated: 22 December 2006
