Amara shareholders vote against re-election of independent director Tan Tiong Cheng, performance share plan

SHAREHOLDERS of Amara Holdings voted against the re-election of independent director Tan Tiong Cheng during its annual general meeting (AGM) on Tuesday (Apr 26).

A second resolution to grant directors authority to issue shares under the Amara Performance Share Plan was also rejected by shareholders during the meeting.

Following the AGM, a bourse notification of Tan’s cessation as a director indicated that there were unresolved differences in opinion on material matters between him and the board.

Tan highlighted that “there are outstanding material issues before the remuneration committee which are being investigated to be resolved”. He also pointed out that Amara Holdings would only have 1 remaining independent director – Chia Kwok Ping –  after Wednesday (Apr 27), and Chia has also indicated his desire to step down from the board after new independent directors have been found.

Amara Holdings had in February notified that its lead independent director Foo Ko Hing would be resigning effective Apr 27 due to “preoccupations and personal reasons”.

The company noted in its AGM results that it will not be in compliance with the provisions of the listing manual and Code of Corporate Governance relating to composition of Board and Board Committees subsequent to Foo’s resignation on Wednesday. 

The board said it endeavours to comply with the requirements of the listing manual and the code with the appointment of the new independent directors, and will provide updates in due course.

Out of 6 ordinary resolutions for ordinary business, the resolution to re-elect Tan was the only resolution voted down during the AGM. Just 22.3 per cent of the 141.6 million shares represented by votes were cast in favor of his re-election, while 77.7 per cent voted against it.

The other 5 resolutions – which include re-appointment of auditors, re-election of executive director Susan Teo, and the approval of directors’ fees – all received 99.9 per cent of shares voting in favour of their respective resolutions. 

Meanwhile, there were also 3 ordinary resolutions for special business during the AGM: to renew the share purchase mandate; grant authority for directors to issue shares pursuant to section 161 of the Companies Act; and grant authority for directors to issue shares under the Amara Performance Share Plan.

The first 2 resolutions were passed by shareholders, but the resolution for the performance share plan was voted down by shareholders, with just 35.5 per cent of 2.4 million shares voting in favour of it. 

Chief executive and chairman Albert Teo, Susan Teo, and their siblings, Teo Kwee Chuan and Corinne Teo, who are all eligible to participate in the plan, had abstained from voting on the resolution. They held an aggregate of 135.7 million shares in Amara.

Employees eligible to participate in the plan who held 164,000 shares in the company also abstained from this resolution.

Amara Holdings had 575 million issued shares, excluding treasury shares, according to its latest annual report showing shareholding statistics as at Mar 15. 

The counter closed unchanged on Tuesday at S$0.365.