Question
Blue Boat Berhad is going to have another EGM and the shareholders are needed to approve a special resolution. The board of directors is proposing
Blue Boat Berhad is going to have another EGM and the shareholders are needed to approve a special resolution. The board of directors is proposing a settlement sum of RM200,000 to be paid to their former executive director Abu Bakar in order to fully discharge the company of any claims made by Abu Bakar. The board said that the proposed settlement is in the best interest of the company and recommends that the shareholders vote in favour of the proposal.
Abu Bakar was appointed an executive director of the company and does not own any shares of the company. Five years later he was re-designated as a non-executive director. Therefore, his contract of employment as executive director was terminated. Abu Bakar felt that the redesignation is tantamount to a dismissal and was wrongful and without just cause. He brought the case to the Kuala Lumpur Industrial Court.
The board maintained that Abu Bakar's termination was done in compliance with the
Corporate Governance Guide, whereby a non-executive director shall not be an employee of the company and not be involved in the day-to-day running of the business. After the redesignation, Abu Bakar was subsequently removed as a non-executive director pursuant to a requisition by a shareholder of the company, which was approved at an EGM.
The company has categorically and strenuously denied that the re-designation was to terminate his employment. However, considering that the company suffered a net loss of RM390,000 on revenue of RM6.95 million, it does seem strange that the company is pushing the shareholders to pay Abu Bakar of RM200,000.
The company's board of directors consists of three non-independent executive directors and three independent non-executive directors. All three non-independent executive directors are former engineers. Out of the three independent non-executive directors, two are retired politicians and one is a contractor.
a) If you are the minority shareholder of Blue Boat Berhad, what will be the appropriate actions you can initiate during the upcoming EGM?
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