Message (1)

The outcome of the 16^th AGM of iCapital.biz was published in Bursa Announcement on 28 Nov 2020 as follows:-  

Based on the votes count for Ordinary Resolution 1,

From the figures shown, we can know the number of share owners  who have cast their votes (including those who have sent in their proxies) in the 16^th AGM approximately amount to 502 persons. (Disregarding the proxy rules which may allow for 2 split proxies)

Meanwhile the total share owners as at 9 September 2020 is 3353.

Assuming there is no change in share owners number after 09-09-2020 to the AGM,

the percentage of share owners who have cast their votes

=  502/3353 x 100%  

=  14.97%

Again based on Ordinary Resolution 1,

The total number of votes (meaning the total number of shares) cast is

72,679,550

The total number of shares of iCapital.biz is 140,000,000.

Therefore the percentage of share holdings which has participated in the AGM is

= 72,679,550 / 140,000,000 x 100%

= 51.91%

Therefore it can be seen that:-

In terms of share holdings,  only marginally more than half of all share holdings have participated in deciding on the welfare of the company.  

In terms of individual (including institutional), the percentage is even lower at barely 15%.

The low participation rate is not peculiar to iCapital.biz but a common phenomenon to most companies.  

(Although Malaysia are making progress in our pursuit for improved company governance in implementing new legislation and guidelines formulated over the years, a lot more still need to be done.)  

Before the Companies Act 2016, outcome of AGM’s resolution voting are not required to be announced in Bursa Malaysia.

Now we can see the outcome even if you are not a shareholder.  An improvement by the authority towards better transparency.

I will delve into further measures which will foster better transparency later.

Back to iCapital.biz’s figures.

Of the 5 ordinary resolutions, two of them can be interpreted as the barometer reading of share owners’ rating of the company’s performance.  

They are ordinary resolutions 2 and 3 on the proposal to re-elect the directors who are due to retire but offer themselves for re-election. The vote against re-electing them is about 41% each.  

I don’t think the votes is a protest against them individually but rather a show of discontent against the whole management because:-

i)  

This cab be partly seen in the small percentage of protest votes against directors’ fees (resolution 1) and directors’ benefits (resolution 5).

ii)

And since our company is

 ” a closed-end fund which does not have any management such as a Chief Executive Officer, Chief Operating/Financial Officer or employees as the the entire operations are outsourced to service providers independent of your Fund”,

 (italic statement is taken from page 60 of 2020 Annual Report),

the discontent I think is targeted at the service providers in general and the Fund Manager and Investment Adviser in particular.

Similar voting pattern can be seen in the past few years since 2016 AGM outcome.  The vote against the re-election of director started at 29% in 2016 and increasing gradually over the years.

iii）

As the Fund Manager  and the Investment Adviser  of iCapital.biz are predetermined by the Prospectus during inception, there is no provision in AGM to consider their reappointment unless there is a special resolution passed by 75% of shareholders.  

Therefore the discontent of minority shareholders can only be vented out at the directors who are due for re-election by voting against them.

Message (2)

The announcement made in Bursa Malaysia on 1 December 2020 regarding amendment to Datuk Ng Peng Hong @ Ng Peng Hay’s resignation as Chairman.

In the amended announcement there was a reason for the resignation:-

“Difference in opinion”

As circled in announcement below:-

In the original announcement, the reason for resignation is blank.

As circled in the announcement below.

Was there a typo error in the original announcement or has there been a request for rectification by the resigned Chairman or what?

And whether the difference of opinion is on a particular incident or in general over wide area of management policies? 

For transparency, what has actually transpired should be disclosed.