PETALING JAYA: Poh Huat Resources Holdings Bhd
has received a shareholder proposal from Pangolin Asia Fund to introduce share-based remuneration for the company’s independent non-executive directors (INEDs).
In a filing with Bursa Malaysia, the furniture manufacturer said Pangolin, a 6% shareholder of the company, has submitted a requisition letter to move a special resolution at the company’s upcoming 28th annual general meeting (AGM).
“We propose that at least 50% of all fees received by INEDs of the company be paid in the form of the company’s shares, in lieu of cash or share options,” Pangolin proposed.
It said these shares shall be purchased on the open market and be subject to tenure lock-up, a restriction preventing their sale or transfer for the duration of the director’s tenure on the Board.
“As the shares are acquired from the open market, this approach avoids stake dilution of the existing shareholders,” it said.
Poh Huat said the requisition has been tabled to its board for consideration and the company will announce its decision in due course after consultation with legal counsel.
Pangolin said the proposal aims to strengthen corporate governance by aligning independent directors’ interests more closely with shareholders, particularly minority investors.
The fund noted that tying part of directors’ remuneration to the company’s share performance could encourage INEDs to adopt a longer-term ownership perspective and exercise greater oversight over management decisions.
Under the proposal, shares used to pay the fees would be purchased from the open market to avoid diluting existing shareholders’ stakes.
Pangolin said that based on an illustration, an INED earning RM100,000 annually would receive about 116,960 shares based on the company’s share price as at March 4, 2026.
If 50% of the remuneration is paid in shares, this would translate to 58,480 shares, representing about 0.0221% equity.
If the INED continues their service on the Board up until the maximum tenure of nine years, this results in their holding of 0.1986%, remaining well below the 5% threshold under Bursa Malaysia’s INED qualification criteria.
