"Good luck on your resolution which for me is moot and academic as you need a majority vote to remove a director."
Yes, correct in terms of needing a majority. But moot and academic? I disagree.
At the last meeting, the BoD with their lawyer, controlled the questioning. It was only to relate specifically to the resolutions presented.
In my honest opinion, a BoD unwilling to answer any legitimate question from a SH demonstrates a lack of transparency. Honest question: why is the BoD seemingly so desperate to control the narrative?
So let's imagine, if you will, as a result of a resolution to remove a Director in favour of an Independent Director, we have a meeting dedicated to Corporate Governance issues:
1. Nominations
2. Remuneration
3. Risk
1. Nominations:
1.1 Honest question: Why doesn't XPE have an Independent Director as per the definition of the same in the ASX Corporate Governance Guidelines?
2. Remuneration:
I note in the 2016 Full Year Statutory Accounts: see:
http://www.asx.com.au/asxpdf/20160929/pdf/43bkwq3sk9r1ww.pdf
2.1. Lekkas is Chairman of the Remuneration Committee, page 7
2.2. The Remuneration Committee did not hold any meetings, see page 10
Further I note:
2.3. Chris Wood was Chairman and CEO at relisting with remuneration of $220k + $36k Director fees. See: Prospectus:
http://www.asx.com.au/asxpdf/20160118/pdf/434fgp8b6brkyb.pdf
On 2/6/16 it was announced that Chris was demoted to CTO with remuneration of USD272k. See:
http://www.asx.com.au/asxpdf/20160629/pdf/4386fbqzc0q7z8.pdf
2.4: In the same announcement, Athan Lekkas was promoted to Chairman and CEO with remuneration of USD362k.
Honest Questions:
a. Who was responsible for determining remuneration of Directors and the Executive Team?
b. What was the basis for determining Lekkas assuming Wood's role at nearly double the remuneration?
c. What was the basis for Wood receiving nearly 50% greater remuneration upon demotion?
3. Risk:
I note the following:
3.1. Seneca was appointed and remunerated "exclusive Corporate Advisor" See:
http://www.asx.com.au/asxpdf/20160907/pdf/43b0dq15zsyr5g.pdf
http://www.asx.com.au/asxpdf/20161201/pdf/43dd6k7sxqt26j.pdf
3.2. Hunter Capital was appointed advisor for the CN. See:
http://www.asx.com.au/asxpdf/20161216/pdf/43dsppn598jynp.pdf
3.3. Stephen Silver is Managing Director of Hunter Capital. See:
https://www.linkedin.com/in/stephen-silver-bb50a322/
3.4. Stepehen Silver is suspended from acting as a Broker in the US due to multiple cases of misrepresentation. See:
https://brokercheck.finra.org/individual/summary/5941173
https://files.brokercheck.finra.org/individual/individual_5941173.pdf
Honest Questions:
a. Why was Seneca replaced as "exclusive Corporate Advisor"?
b. In selecting Hunter Capital, did the BoD conduct rigorous Due Diligence and if so, did the BoD know the MD, Stephen Silver, was suspended in the US as a Broker due to misrepresentations?
If a group suffers losses as a result of negligence... 2 words. Class. Action.
I cannot think of 1 reason why a SH, other than one on the BoD would not want this meeting/vote to take place to hear the answers to questions such as the above. Second, in arguing against the resolution, the BoD would be arguing against the core tenet of the ASX Corporate Governance Guidelines... Independent Director/s.
All the above is either:
1. Referenced from publicly available information. If any of the references are incorrect by way of error and/or omission, then please highlight the correct and I will edit and repost accordingly
2. My honest opinions
3. My honest questions
(20min delay)