A few bloodied noses at Sentula AGM

[miningmx.com] — TO pinch a phrase from a possibly apocryphal Celtic windbag, apathy was rampant at the Sentula AGM in Sandton this morning, with not a single squeak out of the few shareholders present.

But the meeting still dragged on for an hour and a quarter, and shareholders did inflict a few bloody noses on management.

Contributing to the length of the meeting was chairman Sir Sam Jonah’s instruction to the company secretary to read the notice of meeting, which filled four pages of the annual report, and took 17 minutes and 30 seconds.

This seemed redundant, as the only variations from the printed version were the decision of Jonah’s son, Richard, to withdraw his candidacy for re-election to the board, and a change from “approve” to “confirm” non-executive directors’ remuneration for the year to March 2008.

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Ironically, this latter resolution failed to gain the necessary 50% approval, winning only 48.3% of votes cast (including abstentions). Even more ironically, this will have no practical effect.

After the meeting, independent non-executive director Jonathan Best, who chairs the audit, risk and governance committee, said there’s no statutory requirement for AGM approval of these fees: it’s a matter for the board. So the relevant non-execs won’t be asked to hand their fees back, the vote is just a message to the board of how shareholders feel.

The only other motion to be defeated was that giving the board broad power to issue shares, which as Best says is not uncommon; many institutional investors, including the Public Investment Corporation (PIC), object to this practice. But there were significant “no” votes or abstentions to a number of other resolutions.

Confirming that investors are unhappy with the old board’s supervision of the business, Alan Joffe, a director since 2005, was re-elected with only 54.8% of votes cast. And the accounts were approved by only 70.6%; Best suggested that, as the financial statements were qualified, some investors probably felt there was so much uncertainty, they couldn’t endorse them.

The five directors appointed since 30 June, however, were all re-elected with 61.5% of the votes, but in small polls, probably because no prior notice of this had been given, so few if any proxies could be lodged.

Earlier, Jonah read out a lengthy statement outlining the steps the company has taken to identify and recover lost funds, and reiterating his belief in the company’s fundamental soundness and prospects. But on the key issue of when the JSE may restore the listing, he had nothing material to add.