Meeting with Noble Group Representatives on 21 April 2015 by SIAS

Date: April 22, 2015

I met with of Nobel group representative this morning at my office to seek clarification on whether Noble’s Chairman did repeatedly dodge shareholders’ queries on the groups’ accounting practices. It was their view that the Chairman answered all the questions posed by shareholders and did not dodge any. I requested Noble Group to post the transcript on SGX Net and allow me to listen to the audio recording of the AGM. The Company agreed to both the requests. This practice of releasing minutes of meetings is considered as best practice by SIAS and shareholders, which all companies should follow.

From the transcript and the audio recording, the Annual General Meeting lasted 95 minutes. There were 16 questions from at least 4 shareholders.

The Chairman made it very clear from the outset that he was not going to deal with any questions relating to Iceberg as it was under litigation.

Having reviewed the recorded AGM proceedings and the transcript, it is my view that the Chairman was not “dodging” shareholders’ questions for 95 minutes as reported in the media. There were two issues of contention. On the question on Yan Coal, although the Chairman was correct in strictly adhering to the agenda of the meeting and he did at first rule that the question on Yan Coal was not relevant to the resolution at hand and told the shareholder who raised the question that he would answer it later unless the shareholder could make it relevant to the financial statement under discussion, it was not that he was not going to answer the question at the Meeting at some time later. However, under pressure by another shareholder, the Chairman allowed the question on Yan Coal to be answered by the CEO. In my view, the Chairman could have got his message that he would answer the Yan Coal question a little later, with a simple answer like “Yes, I will certainly deal with the Yan Coal issue a little later, let’s finish the current discussion please”. That may have avoided the unpleasant situation that followed.

On the question by a shareholder as to how Ms Irene Lee, the Director to be elected, hope to contribute to the company, the Chairman answered by spelling out their experience, background, and their skill sets. But a shareholder insisted that the Director Ms Irene Lee to be called upon to speak, the Chairman, though initially reluctant, nevertheless allowed her to do so. The shareholders applauded after hearing Ms Irene Lee. SIAS calls on all listed company boards to adopt this practice.

The shareholders, I find, were allowed to pose more than two questions, the limit set as part of the house rules. All questions I found were given full answers by the Chairman or the senior management except for the initial reluctance by the Chairman to deal with the question on Yan Coal at the time it was raised. On the question of transparency, for instance, the CEO explained the company’s will to provide transparency and spelt out clearly the limitations faced by Noble in doing so. I paid particular attention to the demeanor and the response of the Chairman and I found him, except for the Yan Coal question, which he initially declined to deal with, accommodating and in fact encouraging the shareholders to ask more questions than the limit imposed. They asked probing questions on the company’s financial performance and they were all fully answered.

The Chairman even gave one shareholder his personal email when he complained that the email sent to the company earlier was not replied to. He invited all shareholders to write to his personal email if they did not get a reply from the company. This is very encouraging in terms of the importance of the communication with shareholders.

The shareholders voted in favour of all the resolutions. The meeting was generally orderly and the shareholders got their answers.

David Gerald
Founder, President & CEO
Securities Investors Association (Singapore)