Don't assume new board will lead to good corporate governance

THE report "Natural Cool board ouster leaves doubts over stake divestment" (BT, Feb 10) made reference to questions that I posed as a shareholder at the extraordinary general meeting (EGM) of Natural Cool Holdings held on Feb 8.

The agenda of the meeting involved nine resolutions, five relating to the removal of the existing directors and four to the appointment of new directors. Three of the four new directors were proposed as independent directors. The overarching agenda for the meeting is about board changes.

I had previously written a commentary and made other comments which were critical of some of the decisions of the incumbent board. However, just as the existing board should be transparent and accountable, the proposed directors should also be held to similar standards. The requisitioning shareholders cited corporate governance reasons for removing the directors so it is only appropriate that they and the proposed directors practise what they are preaching. Yet, when I asked about how the proposed directors were identified and whether there are relationships between the directors (especially the independent directors) and the requisitioning shareholders, one of the proposed directors said that my questions were a diversion and irrelevant to the agenda of the meeting. How can questions about the search and nomination process and relationships between the independent directors and requisitioning shareholders be irreleva…