Bank of East Asia voting recommendations
15 March 2004
| Company: | The Bank of East Asia, Limited (BEA) |
| Stock code: | 0023 |
| Date of meeting: | 31-Mar-04 |
| Time of meeting: | 11:00 |
| Advice date: | 15-Mar-03 |
| Notice of Meeting: | Click here |
| Shareholder circular | Click here |
| Proxy form | Click here |
| Voting method: | The Chairman will call a poll on all resolutions |
Note to journalists:
We have up to 10 proxy seats available inside this AGM. Please
contact
us if you want one.
| Item | Description | Vote |
| 1 | adopt the accounts | FOR |
| 2 | declare a final dividend | FOR |
| 3(a) | re-elect Aubrey Li Kwok-sing | FOR |
| 3(b) | re-elect Winston Lo Yau-lai | AGAINST |
| 3(c) | re-elect Khoo Kay-peng | FOR |
| 3(d) | re-elect David Li Kwok-po | FOR |
| 4 | re-appoint KPMG as auditors | FOR |
| 5 | amend the Articles of Association of the Bank | FOR |
| 6 | mandate the Directors to issue additional shares | AGAINST |
| 7 | mandate the Directors to repurchase shares on-market | FOR |
| 8 | extend the mandate granted pursuant to item 6 | AGAINST |
Project Poll takes effect
It's nice to see that BEA has got the message on poll voting we delivered as last year's AGM, when we launched Project Poll. We said that if future notices of AGMs stated that the Chairman will require a poll on all resolutions, then Webb-site.com would not have to send a representative to demand a poll. You will see this in note b. at the end of the AGM notice. So we don't plan on attending this meeting, we simply urge you to send in your votes, which will now be counted, and we look forward to seeing the results.
Reasons AGAINST
Item 3(b)
Mr Winston Lo Yau-lai (Mr Lo), 62, has been a director of BEA since 2000 and is Chairman of the audit committee. He is proposed for re-election as an independent non-executive director (INED), and we oppose this, because we do not regard him as independent.
Mr Lo is Chairman of Vitasoy International Holdings Ltd (Vitasoy, 0345), and he and his siblings are controlling shareholders of the company. And you'll never guess what... David Li Kwok Po, Chairman of BEA, is an independent non-executive director of Vitasoy. The cross-directorships are potential conflicts of interest for both individuals.
Furthermore, in the annual report of Vitasoy, BEA comes at the top of the non-alphabetic list of its Principal Bankers. The banking relationship represents a further conflict of interest for both gentlemen. So vote against Mr Lo's re-election.
Oh, and by the way, Mr Lo is a former member of the Stock Exchange Listing Committee, which sets the rules on independence.
Items 6 and 8
Webb-site.com urges all investors to vote against the general mandate for all listed companies, for the reasons explained in our article Project Vampire (Vote Against Mandate for Placings, Issues by Rights Excepted), unless a company complies with the recommendations in that article.
What you are being asked to do is give up your rights, known as pre-emptive rights, to be offered new shares if the board chooses to issue them for cash. The mandate would allow the board of BEA to issue new shares for cash, up to a maximum of 20% of the existing shares, without offering them to existing shareholders first, and at discounts of up to 20% (this limit is introduced under new Listing Rules from 31-Mar-04). Don't give up your rights - vote against.
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