The nine directors of QSR Brands Bhd who were slated to be removed from their positions at the company's EGM yesterday thought they would be able to hold on to their posts a little longer due to a technicality. But QSR, in a late filing with Bursa Malaysia yesterday, said they had been voted out.
An EGM requisitioned by Wisdom Innovative Technology Sdn Bhd was held yesterday and QSR said that 57.5% of the 100 shareholders holding 216 million shares voted in favour of the removal of the nine directors while 42.5% voted against.
QSR told Bursa the nine directors were Tan Sri Nik Ibrahim Kamil (chairman of QSR), Sarbjit Singh, Yoong Nim Chor, Choong Show Tong, Mohd Harris Pardi, Nurolamin Abas, Umar Abdul Hamid, Datuk Izhar Sulaiman, and Datuk Seri Di Raja Syed Razlan Syed Putra Jamalullai.
It added that Sarbjit was also removed as company secretary, and Ma Pin Yen and Kooi Tock Ken were appointed to the post.
QSR had 15 board members. The other six directors are Datuk Johari Abdul Ghani, Datuk Dr Ridzuan Akil, Datuk Karim Marzuki, Datuk Hilmi Abdul Rashid, Datuk Seri Syed Amir Abidin Jamalullai and C.W. Toh.
Earlier in the evening, QSR told Bursa that Ibrahim as chairman of the EGM exercised his powers under Article 74 of the company's Articles of Association to adjourn the meeting to Oct 11 due to technicalities relating to the polling slips, an issue raised by the scrutineers.
Subsequently, QSR clarified in a statement to Bursa that the issue was the validity of proxies given to the chairman as he did not sign the attendance sheet, and hence whether those proxies could be taken into account.
“The chairman decided to seek legal advice on the matter and hence proceeded to adjourn the EGM,’’ QSR said.
The announcements and the late filing added a new twist and confusion to the events that took place at the EGM yesterday morning in Kuala Lumpur.
Just before the meeting started, an “open letter to shareholders of QSR’’ from the nine directors was circulated to shareholders. Among other things, it said “operating profits of QSR had doubled in the second quarter compared to last year. Watch the third quarter.’’
The EGM began at 9am followed by a poll. Three hours later when it was time to announce the results of the poll, Ibrahim adjourned the meeting.
His rationale was that the “scrutineers came to inform me that there are some technical hitches in the administration of the proxies and voting and that involves some proxies given to me. I need to seek legal advice on my position,’’ he told reporters as he left the room where the EGM was held.
QSR has a registrar but Wisdom had appointed its own for the EGM. The scrutineers of the voting were representatives from Wisdom and QSR.
But the show did not end there. Minutes later, Johari gave a press conference. He claimed that some of the directors of QSR had appointed him as chairman of the EGM to announce the results of the poll as Ibrahim had adjourned the meeting and left.
“I am going to read the results to you. Votes in favour of the removal of the nine directors are 57.5% and votes against 42.5%. They (the nine directors) have been removed,’’ Johari said.
While Johari was taking questions from the press, Gideon Tan – a lawyer who claimed he was a proxy for OSK Nominees (one of the two requisitionists of the EGM) said: “The chairman (Ibrahim) had refused to announce the results and decided to adjourn the EGM.
“We are disappointed with the conduct of the former chairman of the EGM.
The results speak for themselves, he (Ibrahim) has been removed by an overwhelming majority.’’
While all this was happening, several minority shareholders were seen speaking to the media and directors to find out what was really happening to their company.
”We are frustrated with the goings-on at QSR as the in-fighting among the shareholders is not coming to an end.
“We the minority shareholders are small ants caught in a battle between two elephants.
“What we want is better dividends and better corporate governance, not these sort of things,’’ said a minority shareholder.
Also present at the EGM was Abdul Wahab Jaafar Sidek, CEO of the Minority Shareholder Watchdog Group.
Asked to comment on the turn of events, he said: “What I can say is that the chairman (Ibrahim) adjourned the meeting but some shareholders objected to the adjournment.’’
Interestingly, while all this was happening, Kulim (M) Bhd, the major shareholder in QSR with a 30.59% stake was silent on the day's issues even though its representatives had attended the meeting.
Johari when contacted late last night said that following the removal of the nine directors, he had been appointed as the representative of the board as someone the management could refer to for the day-to-day running of the QSR business.