SINGAPORE (THE BUSINESS TIMES) – Environmental solutions firm ecoWise will not convene an extraordinary general meeting (EGM) to vote on resolutions in a requisition notice received from three members of the company in May, the company said on Friday (July 2) night.
ecoWise said that it had considered the proposed resolutions in the light of the notice of compliance issued by the Singapore Exchange Regulation (SGX RegCo) on June 25 and determined that the resolutions would not be meaningful for the company.
One resolution called for the removal of deputy chief executive Cao Shixuan, who is also one of the two executive directors, from his office as a director.
The board said it would not change the composition of the board, except for appointing at least two new independent directors (IDs) as directed by SGX RegCo, as Mr Cao’s removal would result in unnecessary disruptions and could impede the company in addressing the SGX RegCo directives satisfactorily.
In addition, the nominating committee of the company currently has only one member and cannot constitute a quorum to consider and provide a suitable recommendation on the appointments of directors as proposed in the requisition notice. The proposed directors also do not meet the requirements of being recommended by an independent, reputable professional association or body.
Their appointments would cause the board to become large and unwieldy, comprising at least seven directors after ecoWise appoints the additional IDs to its audit committee as required by SGX RegCo.
“This not only increases costs but may disallow the board to effectively address or comply with the SGX RegCo directives,” the company’s board said. It added that appointing the additional IDs will address the concerns of the requisition members regarding the refreshing and reconstituting of the board for proper governance and enhancing of accountability to shareholders.
Finally, the board concluded that the resolution proposing the removal of any directors of the company appointed between the date of the requisition notice and the date of the EGM lacks the necessary specificity and contradicts the SGX RegCo directive to appoint at least two IDs.
As a result, ecoWise decided not to convene an EGM to vote on the proposed resolutions.
ecoWise shares last traded at 7.8 cents on June 14.