PCCW voting advice
9 May 2003
| Company: | PCCW Limited (PCCW) |
| Stock code: | 0008 |
| Meeting type: | Annual |
| Date of meeting: | 22-May-03 |
| Time of meeting: | 11:00 |
| Advice date: | 09-May-03 |
| CCASS voting cut-off | 19-May-03 VOTE NOW |
| Notice of Meeting: | Click here |
| Voting method: | Webb-site.com will require a poll, all proxies will be counted |
Note to journalists:
We have up to 4 proxy seats available inside this AGM. Please contact
us if you want one.
| Item | Description | Vote |
| 1 | Adopt the accounts | FOR |
| 2.a | Re-elect Peter Anthony Allen | FOR |
| 2.b | Re-elect John Todd Bonner | FOR |
| 2.c | Re-elect Michael John Butcher | FOR |
| 2.d | Re-elect Mico Chung Cho Yee | FOR |
| 2.e | Re-elect David Ford | FOR |
| 2.f | Re-elect Robert Lee Chi Hong | FOR |
| 2.g | Re-elect Francis Yuen Tin Fan | FOR |
| 2.h | Authorise the directors to fix their own remuneration (see comment) | FOR |
| 3 | Re-appoint PricewaterhouseCoopers | FOR |
| 4 | Mandate the directors to issue additional shares | AGAINST |
| 5 | Mandate the directors to repurchase shares | FOR |
| 6 | Mandate the directors to issue repurchased shares | AGAINST |
Reasons AGAINST
Items 4 and 6
Webb-site.com urges all investors to vote against the general issue mandate for all listed companies, for the reasons explained in Project Vampire, unless they comply with the recommendations set out in that article. The non-pre-emptive issue mandate allows management to choose the shareowners by allotment of shares. This corrupts the governance mechanism. Shareowners should govern management, not the other way around. If a company wishes to raise cash by issuing shares, then it should do so by rights issue.
If your company offers new shares to other investors at a discount, but not to you, then your company is transferring value from your shares to the new investors. Their gain is your loss. That's why we believe an issue for cash should be done by rights issue, failing which it should be limited to 5% of existing issued shares and a maximum discount of 5%.
Comment
This resolution only relates to the remuneration of individuals as directors and not as employees, so for executive directors, it does not relate to their salary, bonus and other benefits, which are not subject to shareholder approval.
Other companies, including Hong Kong and China Gas and Hong Kong Exchanges and Clearing, have been more progressive in this area by specifying a dollar amount of director's fee to be approved by shareholders. We urge PCCW to follow this example next year.
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