Scan Associates' former CEO Norbik (seen here in a 2011 file photo) was elected to the board on Friday.
(Note: This article contains unintentional errors. Scan subsequently submitted an amended version of its announcement saying that the resolutions to reelect Datuk Nik Ismail Nik Yusoff and Roy Winston George were WITHDRAWN and therefore NOT PASSED. The company also said Resolution 1 to approve the directors' fees was voted against, therefore also NOT PASSED.)
KUALA LUMPUR: Scan Associates Bhd’s shareholders picked no favourites in the ongoing boardroom tussle when they elected directors at the company’s adjourned AGM on Friday.
The ICT security solutions company told Bursa Malaysia that all the tabled resolutions were passed. Former chief executive officer Datuk Norbik Bashah Idris and former director Yeoh Eng Kong were elected to the board, but so were two retiring directors who sought reelection, Datuk Nik Ismail Nik Yusoff and Roy Winston George.
Norbik and Yeoh are widely seen to represent one camp, while the other two a separate camp.
The company’s board had earlier tried - but failed - in court to stop the proposed nomination of Norbik and Yeoh.
Norbik, a Scan co-founder, resigned as CEO on June 30 last year after six years at the helm. The following month, he and another person, Hussin Othman, requested to convene an EGM to remove Nik Ismail and Roy George from the board, along with executive director and substantial shareholder Mak Siew Wei.
Mak subsequently sued Norbik, Hussin and five others whom he claimed were acting in concert and held a combined 36.03% stake in the company but failed to make a mandatory general offer to the other Scan shareholders.
Norbik then took Scan to court in order to convene the EGM seeking a revamp of the entire board, with several candidates proposed as new directors.
On Oct 30, Scan filed a statement of claim in the High Court against Norbik and ex-chief financial officer Nurul Huda Zaharol Natrar, who was dismissed from her job earlier that month. According to its claims, the duo had “breached their duties and responsibilities as principal officers of the company and caused the company to incur losses, and/or conspired to cause losses to the company.”
Last month, originating summons were served on Scan that proposed Norbik, Yeoh, Nurul Huda and two others be nominated as candidates for election as Scan directors,
The High Court allowed their nominations and ordered that the election be held at the adjourned AGM on Jan 15 (Friday). Scan appealed against the ruling, and the Court of Appeal on Thursday upheld the decision to nominate Norbik and Yeoh at Friday’s AGM but dismissed the nomination of the others.
Hence the resolutions to elect Nurul Huda, Siti Sarah Zainal Abidin and Nor Ramzani Abdul Rahim - people who are seen as aligned to Norbik (they were among those whom Norbik and Hussin had proposed to nominate to the board at the EGM requisitioned last year) - were not tabled at the meeting.
Among the resolutions that were passed at Friday’s AGM was that giving the board the authority to issue and allot shares comprising up to 10% of the company’s issued and paid-up capital.
This appears to be a U-turn from the board’s earlier decision. The board had in July last year (after Norbik left the company) decided not to extend the period to implement a proposed private placement of up to 10% of its paid-up capital to independent third-party investors. The proposed placement, first mooted in August 2013, had previously received several time extensions.
New partners/investors may be what is needed by Scan, which was classified as a Guidance Note 3 company in May last year. The company has been given until May this year to submit a regularisation plan to Bursa Malaysia Securities.
Scan’s group loss ballooned to RM19.2mil for the 18-month financial period ended June 30, 2015, from RM2.1mil in the year ended Dec 31, 2013.
“The significant loss for 2015 was mainly due to the difficult environment which led to impairments in development expenditure and receivables totaling RM13.8mil,” chairman Major (Rtd) Ismail Ahmad said in the latest annual report.
Scan appointed Teh Chee Hoe to fill the CEO post a week prior to the adjourned AGM on Friday. The post had been vacant since Norbik's resignation.
Scan’s shares closed unchanged on Friday at 5 sen.