SBI Offshore shareholders' bid to unseat CEO foiled for now

Mirzan Mahathir.
Mirzan Mahathir.

EGM attendees vote to wait for outcome of checks into PwC report, possible CAD probe

A bid by three substantial shareholders to oust SBI Offshore chief executive John Chan from the offshore and solar firm has hit a wall after the extraordinary general meeting (EGM) they had requisitioned was adjourned by a show of hands.

A total of 58 shareholders and proxy shareholders attended the meeting, said SBI Offshore's non-executive chairman Mirzan Mahathir.

He adjourned the meeting after those present expressed the need to wait for "clear outcomes" of the firm's investigations into a PwC report that alleged possible breach of securities laws in past transactions, as well as the outcome of another report lodged with the Singapore police white-collar crime unit on the eve of yesterday's meeting.

The EGM was requisitioned two months ago by Mr Hui Choon Ho, who had been the chairman and chief executive of SBI until 2012, together with Mr Tan Woo Thian, who founded SBI and was CEO from 2012 until he resigned in March this year.

Together with a third requisitioning shareholder, Dr Ong Nai Pew, they own 31 per cent of SBI's issued shares.

Mr Mirzan, who is the eldest son of Malaysia's former premier Mahathir Mohamad, controls 11.6 per cent of the company.


Based on clear legal advice, the shareholders' decision to adjourn the EGM was put to a vote by a show of hands, as provided by Articles of Association of the company.

SBI OFFSHORE'S NON-EXECUTIVE CHAIRMAN MIRZAN MAHATHIR, on the extraordinary general meeting.

Resolutions to nominate four new directors and unseat Mr Chan had been put forth by the challenging shareholders, but "after much discussion" and before the resolutions were put to vote, the meeting was adjourned with no appointed date for resumption, SBI said last night.

The swift, inconclusive wrap-up of a much-anticipated showdown between the two camps took some shareholders by surprise, especially since the deferral of the votes was made possible by an unexpected invocation of the rule book.

Responding to queries from The Straits Times, Mr Mirzan said in a statement: "Based on clear legal advice, the shareholders' decision to adjourn the EGM was put to a vote by a show of hands, as provided by Articles of Association of the company." The proposal to adjourn was made by an attendee, Mr Mirzan said, and seconded by another.

Although the Singapore Exchange has mandated that all resolutions at general meetings held by firms listed here must be voted by poll, the adjournment of an EGM is not considered a resolution.

Voting by poll is regarded by some as more transparent and equitable since every share would count for one vote, whereas in a vote by show of hands, each voter gets to raise his hand just once, regardless of the number of shares he owns.

With the adjournment, the board of the firm has kept itself intact. If the results of a possible investigation by the Commercial Affairs Department (CAD) are to be made known before the meeting is reconvened, the wait could be uncertain.

SBI had lodged a report to the CAD only on Thursday, over possible breaches of securities laws in transactions involving the purchase and sale of a 35 per cent stake in Jiangyin Neptune Marine Appliance, which manufactures lifeboats.

Conflicting documentation has cast doubt on the exact purchase and sale prices. The PwC report probes Mr Hui and Mr Tan's possible involvement.

Shares of SBI Offshore last traded on Sept 2 and closed at 15 cents.

A version of this article appeared in the print edition of The Straits Times on September 17, 2016, with the headline 'SBI Offshore shareholders' bid to unseat CEO foiled for now'. Print Edition | Subscribe