Conduct of Annual General Meetings

Date: April 20, 2015

Minority shareholders attending Noble Groups Annual General Meeting (AGM) were disappointed with the Chairman, Richard Elman’s handling of questions. SIAS has received feedback that the Chairman was unnecessarily defensive ’in denial mode’ as quoted in The Business Times report 18 April 2015. SIAS is concerned about these disturbing reports. We will be seeking clarification from the Company shortly as to whether the concerns of shareholders as expressed in the media are correct and if so, why it happened.

Chairmen of meetings must understand that whilst it is true that the Annual General Meeting is a statutory meeting and limited by time within a set agenda, they can still address the serious concerns of minority shareholders and not side-step them. In the case of Noble, it has been under attack from Iceberg and Muddy Waters. The concerns of shareholders were heightened by what these research reports revealed. The Chairman, could have given comfort to the anxious shareholders by answering in a manner, even briefly, acceptable to them. Much disappointment and anxiety could have been avoided by the Chairman hearing out the shareholders. Shutting up the shareholders instead, only creates acrimony. It is not good to stick to the letter of the law at meetings but it is good to take questions from the shareholders in the spirit of the law. Shareholders are quite educated and discerning nowadays and they must not be taken for granted. Where time doesn’t permit, Noble could follow the example of other enlightened listed companies by arranging after the AGM for a closed-door dialogue session or meet the shareholders immediately after the AGM at the reception and have an informal chat. Chairman and Directors of meetings need to adopt a friendly and willing attitude towards their shareholders who are, after all, owners of the Company. Where they cannot accommodate the questions, they can easily be firm but polite.

Where a Chairman find it difficult to answer questions because of legal constraints, it must be clearly explained. New directors to be appointed to the Board, like in New Zealand and Australia, must address the shareholders briefly on the value they bring to the Board and the Company to satisfy the shareholders of their eligibility. This practice is prevalent at some of the blue chip company AGMs in Singapore.

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