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ISS says Iceberg's allegations do not warrant an against vote on Noble's resolutions

Leading up to Noble Group's Annual General Meeting on April 17, ISS Proxy Advisory Services (ISS) has issued a report stating that Iceberg Research's allegations do not warrant an against vote on any of the resolutions at the meeting.

With regard to the adoption of the financial statements and directors' and auditors' reports, ISS said a "For" vote is warranted.

It said in its report: "Iceberg's allegations are serious, and concerns remain regarding the significant gap between the market and carrying values of Yancoal stake; however, the company has provided reasonable responses and clarifications on many of claims made by Iceberg.

"Further, the auditor's report remains unqualified, Moody's has stated that the company's results are consistent with its current Baa3 rating with stable outlook, and Standard & Poor's found Noble's accounting practice to be in line with market standards and reaffirmed the BBB- rating. As such, despite the concerns raised by Iceberg, a vote FOR this resolution is warranted."

However, the report also noted that Richard Elman, the company's founder, executive chairman, and largest shareholder, serves on the audit committee, which is chaired by a director who serves on a total of seven public companies' boards and chairs a number of audit committees.

"In light of Iceberg's accusations, the company's audit committee should be comprised entirely of non-executive chairman, chaired by a director who is not overcommitted so as to help restore investor confidence in the company's auditing and financial reporting practices," it said in its report.

It advised a vote against the following proposals:

  • Item 7 in which the board seeks to issue shares with pre-emptive rights (to an issuance limit of 50 per cent) and shares without pre-emptive rights (issuance limit of 20 per cent) given that the issuance request without pre-emptive rights exceeds the recommended limit.
  • Items 9,11, and 12 to approve grant of options/awards and issuance of shares under the Noble Group Share Option Scheme 2014, Noble Group Performance Share Plan and Noble Group Restricted Share Plan 2014, given the potential dilution concerns and lack of disclosed performance conditions under the plans.

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