My mole at the FCC tells me that the board has got themselves into a right buggers' muddle, having failed to notice the single most important reform of company law in living memory in Hong Kong. Perhaps they haven't been reading the papers for the last two years. Or perhaps they are all telejournalists.
Anyway, when sending out the notices for the AGM (and for an EGM for a motion to restrict the tenure of board members), they omitted to say that proxy votes could be cast. This is a requirement - one of the changes under the new Companies Ordinance, the single most important reform of company law in living memory in Hong Kong. (Did I mention that?)
Although this makes the notice non-compliant, apparently the AGM and EGM themselves would not be invalidated by the omission. Nevertheless, it appears that the board has panicked somewhat and deferred the AGM to a date outside the permitted date range (so still not compliant) and cancelled the EGM. No self-interest operating there, then.
As a result, a correspondence has built up amongst disgruntled members, most of whom, as people who merely read the papers, are barred from full board membership. There is talk of holding the board to account. Shock! Horror! My mole has been kind (or indiscrete) enough to forward the e-mail chain to me.
Fortunately, cooler heads are starting to prevail. One David O'Lear, a former governor of the board and a current nominee for second vice president, says in the chain:
The new Companies Ordinance requires that we have proxy voting at AGMs and EGMs. We did not provide for that, partly because of change of secretaries but also because advice received did not identify proxies as an important issue.So Mr. O'Rear has pointed his finger, firstly, at two company secretaries without saying which one (outgoing or incoming) was to blame (or explaining how a mere change in secretary could cause a problem) and, secondly, at the FCC's advisors (omitting to state whether advice was sought on the specific issue, on the wider question of the application of the new Ordinance (the single most important reform of company law in living memory in Hong Kong - did I mention that?), or indeed whether any advice was sought at all on anything. His careful wording would be consistent with no advice having been either received or sought. Not exactly a straw man, but something like it.
But then he goes on to say:
I support X's attitude, .... don't point fingers and let the Board work it out.Yes, don't point fingers. That's the way to go, Mr. O' Rear.
