SCBuild Unlawfully Rejects Director Candidates For AGM, Says Lee

The 10 current Directors of SC Estate Builder Bhd or SCBuild are taken to task by a group of disgruntled members, Valuevest Ventures Sdn Bhd and Dato Eric Tan Chwee Kuang who accuses them of unlawful rejection of the nomination of eight candidates for election to the office of Director of the company.

The constitution of SCBuild, according to Lee, who is also the executive chairman of Country Heights Holdings Bhd, allows for the election of directors at the AGM. Clause 127 of the Constitution, in particular, allows any SCBuild member to nominate a candidate for election to the office of director of SCBuild at the 17th Annual General Meeting (AGM).

In a media release, the two members of SCBuild say they nominated the eight persons to stand as candidates at the forthcoming AGM of SCBuild on December 31.

The current Board of Directors comprises 10 Directors, namely Mr Loh Boon Ginn, Ms Kuay Jeaneve, Ms Kuay Jen Nie, Mr Chee Jun Ann, Ms Josipinna Binti Pundun, Mr Loo Tze Ming, Ms Chan Wei Xi, Mr Soo Ting Hooi, Ms Loh Shy Tyug and Ms Loh Shy Ming.

“The Constitution of SCBuild makes accommodation for the election of Directors at the AGM. In particular, under Clause 127 of the Constitution (Clause 127), anyone member of SCBuild may propose a person to be a candidate for election to the office of Director of SCBuild at the AGM,” the media release points out.

Valuevest Ventures Sdn Bhd is a member holding 23,089,000 shares in SCBuild and Dato’ Eric Tan Chwee Kuang is also a member holding 27,000,000 shares in the company.

They made written nominations on December 17, 2021, for a total of eight such candidates for election to the office of Director and followed all the procedures, according to the release.

The eight candidates who were so nominated are Tan Sri Lee Kim Tiong, Mr Chow Hung Keey, Dato’ Fizal Bin Kamarudin @ Fauzi, Dato’ Eric Tan Chwee Kuang, Mr Chean Meng Hee, Ms Chong Nee Wen; Ms Jee Hui Zhi and Datuk Lwee Wan Tiong.

On December 21 2021, the current Directors emailed each of the eight candidates (copied to the Nominator Members and their lawyers Yoong & Partners) foisting on them five queries relating to (i) their “relationship” with the Nominator Members, (ii) knowledge and description of such alleged “relationship”, (iii) knowledge of other candidates, (iv) events in detail leading to their nomination and (v) why they consented, as well as how he/she is above to exercise “independent” judgment and act in the best interest of SCBuild. The current Directors also demanded that each of the Nominator Members “furnishes proof” of its/his shareholdings in SCBuild.

On the same day, December 21 2021 – Yoong & Partners replied on behalf of the Nominator Members saying the queries from the directors were irrelevant, adding that the candidates are opting to become directors, not independent directors.

The reason the directors rejected the nominations is the eight possible ‘candidates’ refused to attend to the directors ‘reasonable queries’ and rejected the nominations because of “clear indications that the [candidates] are not independent and are acting in accordance with the wishes of [the Nominator Members]”.

Tan Sri Lee said, “Both SCBuild and the individual current Directors were warned of the consequences of a breach of Clause 127 as well as of section 340(1)(d) of the Companies Act which could attract criminal liability and if convicted could be punished by a fine of up to RM20,000 each.

“Clearly, these acts by the Current Directors have deprived the body of members of the right to vote candidates nominated by the Nominator Members as Directors, at the forthcoming AGM.  These call into questions the conduct, without lawful basis, of the current Directors when there are valid nominations of candidates for election to the office of Director,” Tan Sri Lee said.

Contacted by Business Today, SCBuild says it will entertain email queries on the matter.

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