CTL (ASX) 15 August 2018

Originally posted by D1326 ↑

I think the main problem here is that many shareholders are confusing management with the Board and don't realize that the Board have a duty to their shareholders and if they don't perform it is not up to ASIC or the courts to do something but the shareholders.
Everyone seems to be happy with Rogers as CEO of the company, that is the day to day running of the company but not the running of the Board.
As Chairman he is responsible for having a duty of care to his shareholders, acting in their best interests, updating them regularly and keeping them informed. Also he has a duty to make sure that the company does not trade whilst insolvent and is able to pay their debts when they are due He is also responsible and many companies measure their directors on the share price.
Rogers has failed as a director and Chairman in all his duties and would not be able to justify any of his actions if it came to a vote and so it is up to shareholders to put a motion up for his removal
Directors at CTL are paid I think about $50,000 a year and we definitely need 2 new independent directors, one who could be Chairman.

We need shareholders to pledge their votes NOW to get a motion up to replace him as a director and Chairman.
It is not good Corporate Governance to have one person as CEO and Chairman as it removes a level of accountability as we have seen in the last few months.
Maybe if we had had an independent Chairman, he would have stopped the excessive spending as he would have been responsible for payment of debts and then we would not have been in this position. An independent Chairman would have updated the company regularly and may through improved investors relations and then been able to improve the company's financial position.
Also our current board is not sustainable as we have only 2 directors and they are both NOT independent and it goes against our own constitution and the company cannot move forward with the current structure

Directors are responsible to their shareholders and if they do not fulfil their duties it is only shareholders who can remove them not ASIC or the courts.

PLEASE pledge your shares now so that we can replace the Chairman with an independent Chairman who can appoint another independent director as well. The Board would then consist of 2 independent directors one who would be Chairman and Anthony Gray who represents the interests of the major shareholder and is therefore not independent and therefore would not be Chairman .
We need votes to get a motion up to replace Rogers as Chairman and director but it has nothing to do with his role as CEO

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Happy to pledge my small holding but what is the mechanism to move this forward?

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15 August 2018, page-4

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