atans1

Spare a Tot or more on Sino-Environment

In China, Corporate governance on 26/12/2009 at 10:22 am

It’s party time, but spare a tot for the independent directors of Sino-Environment.

They are not having a good time. They have gone to court to get orders to hold an EGM to remove the executive directors, and to restrict the EDs’ actions.

If at the EGM the EDs are not removed, the two IDs could find themselves personally  liable for a lot of  legal bills, including the cost of getting the court orders. And looking really dumb. But if they didn’t do anything, they might be sued by some investors or troubled by the authorities.

Already the EDs have complained, “The Independent Directors have apart from legal advice rendered to them by the solicitors to the Company, sought and obtained separate legal advice for themselves in their personal capacities, at the expense of the Company. We have informed them that they should do the right thing by not using Company’s funds to pay their own legal fees.”

“The fees charged by WP to the Company for acting for the IDs from April to date amount to the sum of S$268,946.00.”

And “The IDs had appointed PwC to carry out the “special audit” before they informed the EDs about the appointment … The EDs have never agreed to any fee structure or fee of PwC as alleged …The EDs strongly object to the unjustifiable fees that PwC charged to the Company to date, amounting to the sum of S$952,874.00. “

Come the start of the Lunar new year in February, will the nightmare continue for the IDs? It could, as it is difficult to think the EDs would take what is happening lying down. They said, “The EDs’ reasons and explanation as to why they have not acceded to the IDs’ calls to step down have already been fully explained.”

They wouldn’t say this would they, if they didn’t think they have the votes? IDs could find that despite an open share register (Remember, SIAS said that the share register of Sino-Environment is open, with no controlling shareholder), the EDs have the votes.

What price the IDship of a S-Chip? You could find yourself liable to shareholder suits or suits from the company. And the authorities may ask you questions.  And there is the reputational damage. Based on the last available annual report, the then IDs each got $250,000 or less. How much exactly was not disclosed (perfectly legal this).


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  1. It is indeed a nightmare for the IDs. But then again, when they accepted the directorship, they should really know what they are getting into.

    If the directors actually end up getting sued, it is illegal for the company to indemnify their legal costs.

    A comprehensive D&O insurance policy (if in place), would help the directors with the upfront legal cost.

  2. [...] One wonders if the IDs have found out that the EDs have the votes to prevent them from being removed? http://atans1.wordpress.com/2009/12/26/spare-a-tot-or-more-on-sino-environment/ [...]

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