Shagang Offtake, page-58

Our Directors have 4 key responsibilities (AICD)
https://aicd.companydirectors.com.au/-/media/cd2/resources/director-resources/director-tools/pdf/05446-6-2-duties-directors_general-duties-directors_a4-web.ashx

1) Care and Dilligence - This duty requires a director to actwith the degree of care and diligence that a reasonableperson might be expected to show in the role (s 180).A very similar duty is also imposed on directors atcommon law.
Question: Did each and every director act with car and diligence in recommending this change to pricing for a conflicted majority shareholder

2) Good faith – This duty requires a director to act in good faith in the best interests of the company and for a proper purpose (s 181), including to avoid conflicts of interest, and to reveal and manage conflicts if they arise.
Question: Did each and every director act in good faith for the interests of the company and avoid conflicts of interest.

3) Not to improperly use position – This duty requires directors to not improperly use their position to gain an advantage for themselves or someone else, or to the detriment to the company (s 182).
Question: Did each and every director not improperly use their position to get this resolution through management and to a shareholder vote?

4) Not to improperly use information – This duty requires directors to not improperly use the information they gain in the course of their director duties to gain an advantage for themselves or someone else, or to the detriment to the company (s 183).
Question: Did each and every director not improperly use information in recommending this pricing change for a conflicted major shareholder?

"As a general guide to fulfilling these duties, reference should be made to the words of Professor Baxt in Duties and Responsibilities of Directors and Officers 21e (2016) at p 72: "During times of difficulty and conflict, the yardstick by which a director may safely judge their own actions is this:
Taking account of all the circumstances, is what I propose to do "in my honest belief" in the best interests of all the shareholders (present and future) of the particular company of which I am a director?"

The question is, has each board member fulfilled his or her duty in each of the 4 areas above in recommending a change to the pricing mechanism. Can they honestly prove that this pricing mechanism will not benefit Shagang to the detriment of all other shareholders?

The BOD need to prove that this is in the best interests of ALL shareholders, and the resolution as it stands, in my opinion, fails to do this.

I have changed my sentiment to HOLD.