02.02.2018
MSWG’S QUICK TAKE ON-ONGOING CORPORATE DEVELOPMENTS
Chin Teck Plantations Berhad (“CTPB”)
CTPB held its 59th Annual General Meeting (AGM) on 30 January 2018. MSWG’s representatives attended the meeting. The meeting was opened by the Chief Financial Officer (CFO) cum Company Secretary.
MSWG’S COMMENTS:
MSWG’S QUICK TAKE ON-ONGOING CORPORATE DEVELOPMENTS
Since 1 December 2016, CTPB’s Company Secretary was also the CFO. The role of a company secretary is an important role – so important, that the requirement to have a company secretary is mandated by the Companies Act 2016. The role of a CFO is also an important role – as chief financial officer of the Company, the CFO is deemed as a director for certain provisions of the Companies Act 2016. Also, changes to the CFO are disclosure items for public dissemination under Bursa Malaysia’s Listing Requirements. Combining both these roles in a single person dilutes the relative importance of these distinctly different and challenging roles.
Also, there are potentials for conflicts of interest. It is normal, and in fact better governance, for the company secretary to take minutes at the board committee meetings. An important governance practice for an audit committee is to discuss certain matters without management presence. Thus, if the company secretary cum CFO was the minute-taker, there would be management presence at the audit committee meeting when certain discussions are supposed to proceed without management presence. Needless to say, a substantial portion of the audit committee deliberations would involve finance, and by extension, the CFO.
Thus the position of the CFO and company secretary can be viewed as incompatible functions and should be held by different individuals.
At the last AGM held on 24 January 2017, MSWG highlighted this same issue. The Company informed that “The comment is noted and will be considered in the succession planning process”. We hope the Company would seriously consider having different persons for the CFO and company secretary position.
MSWG’S AGM WEEKLY WATCH 5 – 9 FEBRUARY 2018
For this week, the following are the AGMs of companies which are in the Minority Shareholder Watchdog Group’s (MSWG) watch list.
The summary of points of interest is highlighted below, while the details of the questions to the company can be obtained via MSWG’s website at www.mswg.org.my.
|
Date & Time |
Company |
Venue |
|
09.02.18 (Fri) |
Amcorp Properties Bhd |
Tropicana Golf & Country Resort, Jalan Kelab Tropicana, PJ |
|
09.02.18 (Fri) |
Enra Group Bhd |
Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, KL |
|
The points of interest to be raised: |
|
|---|---|
|
Company |
Points/Issues to Be Raised |
|
Amcorp Properties Bhd |
|
|
Enra Group Bhd |
1. We note that Non-Executive Directors will be eligible to participate in the Proposed Employee Share Scheme (“ESS”) Awards. MSWG does not encourage the practice of giving ESS Awards to Independent Directors. Independent Directors are required to be impartial. Receiving shares under the ESS Awards may compromise their independence and/or impartiality or at least create such a perception. Independent Directors should be paid a fee that is commensurate with their roles and responsibilities and the skills and experience they bring to the Company. The ESS Awards, by definition, is meant for employees.
|
MSWG’S WATCHLIST
WEIDA (M) BHD (“WEIDA”)
The Board of Directors of WEIDA (“Board”) had on 29 January announced that the Company has received a letter from Weida Management Sdn Bhd (“WMSB”) requesting the Company to undertake a selective capital reduction and repayment exercise pursuant to Section 116 of the Companies Act 2016 (“SCR Offer Letter”).
The Proposed SCR involves WEIDA undertaking a selective capital reduction and a corresponding capital repayment of a proposed cash amount of RM2.40 per ordinary share in WEIDA held by all the shareholders of WEIDA (other than non-entitled shareholders, as set out in the SCR Offer Letter), whose names appear in the Record of Depositor of WEIDA as at the close of business on an entitlement date to be determined and announced later by the Board.
[Source: WEIDA’s announcement on Bursa Malaysia’s website on 29 January 2018]
LOCAL NEWS AND DEVELOPMENTS
Foreign funds step up buying on Bursa Malaysia
Indonesia, Malaysia palm oil output to rise in 2018; may pressure prices
Should dual-class shares be introduced in Malaysia?
Stakeholders Found Value in Enhanced Auditors’ Report
https://www.sc.com.my/post_archive/stakeholders-found-value-in-enhanced-auditors-report/
Bank Negara increases OPR to 3.25 pct
https://www.nst.com.my/business/2018/01/328660/bank-negara-increases-opr-325-pct
US tariffs to hit Malaysia PV exporters most
SC Wins Insider Trading Case against Former Founder of WCT Bhd
https://www.sc.com.my/post_archive/sc-wins-insider-trading-case-against-former-founder-of-wct-bhd/
Mah: We should ban butter from the EU
https://www.nst.com.my/business/2018/01/329664/mah-we-should-ban-butter-eu
Inflation rises 3.5% in Dec 2017, full year 3.7%
http://www.thesundaily.my/news/2018/01/24/inflation-rises-35-dec-2017-full-year-37
Ire-Tex CEO sacked after five months, board rejects his showcause letter reply
Comintel falls into PN 17
http://www.thesundaily.my/news/2018/01/25/comintel-falls-pn-17
MSM CEO leaves, claims ‘constructive dismissal’
http://www.thesundaily.my/news/2018/01/22/msm-ceo-leaves-claims-‘constructive-dismissal’
GLOBAL NEWS AND DEVELOPMENTS
How blockchain can end poverty
https://www.thestar.com.my/business/business-news/2018/01/27/how-blockchain-can-end-poverty/
China's December industrial profits rise 10.8 percent year-on-year, up 21.0 percent in 2017
Hacked Tokyo cryptocurrency exchange to return ¥46 billion to coin owners
Consumers, businesses seen buoying U.S. economic growth in fourth-quarter
Japanese inflation continues rising but no closer to target
MSWG Analysts
Lya Rahman, General Manager, [email protected]
Rebecca Yap, Head, Corporate Monitoring [email protected]
Quah Ban Aik, Head, Corporate Monitoring [email protected]
Norhisam Sidek, Manager, Corporate Monitoring [email protected]
Wong Kin Wing, Manager, Corporate Monitoring, [email protected]
Hoo Ley Beng, Manager, Corporate Monitoring [email protected]
Elaine Choo, Manager, Corporate Monitoring, [email protected]
Lee Chee Meng, Manager, Corporate Monitoring [email protected]
Abdul Halim Alias, Manager, Corporate Services, [email protected]
Mustaqim Yusof, Analyst, Corporate Services [email protected]
Muhammad Faris bin Mohamed Yusof, Analyst, Corporate Monitoring [email protected]
DISCLOSURE OF INTERESTS
• With regard to the companies mentioned, MSWG holds a minimum number of shares in all these companies covered in this newsletter except Weida (M) Bhd.
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