When a company picks an AGM location at which shareholders may be refused entry for what they wear, the company is on shaky legal ground.

Johnson Electric to shareholders: smarten up
12 July 2009

Look what arrived in our snail-mail box the other day - something you won't find on the HKEx company announcements site - a "warm reminder" from Johnson Electric Holdings Ltd (Johnson Electric, 0179) to registered shareholders hoping to attend the Annual General Meeting on 29-Jul-09. We only received this because we've had registered nominal holdings since the now-successful Project Poll in 2003 (the Listing Rules were amended on 1-Jan-09 to require poll voting).

In an unusual move for a listed company, Johnson Electric has booked a room in a private members' club for the AGM. Not just any club, but the venerable Hong Kong Club (disclosure: your editor is a member). The unfiled missive states that the dress code is "Smart Casual":

"Jeans, T-shirts, tracksuits, shorts, shoes for sports activities and flip-flops are not acceptable. No denim may be worn at any time in the Club".

This is going to be interesting. The shareholders who normally attend AGMs are not known for their sartorial elegance. They are there to vote and ask questions or (in many cases) just to enjoy the food, not to look good. T-shirts, jeans, sneakers/trainers and even pyjamas (for elderly ladies) are frequently worn.

Some investors at the meeting will have had themselves appointed via their bank or broker to attend as corporate representatives of HKSCC Nominees Ltd, Hong Kong's de facto central depository, and are unlikely to have received any notice of dress code - warm, cold or otherwise. The dress code wasn't mentioned in the circular or notice of meeting filed with HKEx.

As a matter of company law, we think Johnson Electric is on shaky ground if its choice of location results in shareholders being turned away at the door for being scruffy. If a shareholder's attire and behaviour does not break any laws, then his right to attend and vote at a general meeting should not be artificially impeded. Otherwise,there is a risk that the proceedings of the meeting could be invalid and void.

So no "I love Johnson Electric" T-shirts, please. Oh and another thing they didn't mention - the use of mobile phones and other "electronic communications devices", such as raspberries, is also banned within the Club. So no texting or wittering, or whatever it is you do with your thumbs.

© Webb-site.com, 2009


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