Who Wanted Help?17 Jul 2019 00:31
Can't remember who asked but here goes and hopefully it is something you can really get your teeth into. Now I'm not a lawyer and this Company is subject to the British Virgin Islands Business Act and not the Companies Act but as far as I can tell they are similar in many ways. Now under our Companies Act Directors retiring by rotation is defined as: "At subsequent AGMs those directors who have been appointed by the existing directors since the last AGM and those who were not appointed or reappointed at the last two AGMs are required to retire by rotation."
In plain English, if you are a new director in any year you need to resign and be re-elected at your first AGM. After this reaffirmation you need to redo it 3 AGM's later if you're still a Director.
So in Prem's case back in 2013 every Director including GR resigned at the first AGM and at every AGM ever since we've followed the rules above, however one Director has never put himself up for re-election. Guess who?
No in the BVI Act there is mention of exempt persons however with his resignation in 2013 he obviously isn't one of those so the $6M question is whether the BVA Act retirement provisions are the same as ours and whether GR should be putting himself up for re-election. Perhaps a little pressure on the Nomad, direct to M Forster, the FCA and obviously the Company itself to answer this question might be a worthwhile avenue to pursue. Oh and the other bit of help - you really want the AGM in the UK, in the company's articles there is no reason why not, perhaps when you're asking the Chairman for clarification on the Directors retiring by rotation question you may want to remind him as to the exceptional circumstances of the company and why as Chairman of the Company he is not insisting teh Directors vote for it to be held here.
Hope that was helpful to whoever asked, wasn't Jessell I know but maybe he's even smiling. Napom if you truly are supposed to be looking after shareholders and your group aren't just another load of charlatans maybe you ought to do the same.
Night all