In a bizarre development following our criticism of the independent non-executive directors (INEDs) of CNOOC Ltd (CNOOC, 0883) for approving and recommending shareholders to vote in favour of relaxing the parent company's non-compete undertakings, CNOOC has announced that one of the independent directors, whose recommendation was contained in the circular, didn't even attend the meeting to sign off on the deal. That's his name right up there in the head of the 5-man signature block. CNOOC now says that although Goldman Sachs Asia Vice Chairman Ken Courtis "participated" in the "process", "due to a conflicting travel schedule he was prevented from attending the last Independent Board Committee meeting." How many meetings were there, we wonder? Did he attend all the others? Will we see him, or any of the other INEDs, at the EGM tomorrow (Saturday)? If not, we can only conclude that they did not have sufficient notice of the EGM to re-arrange their schedules - something which could be said for most shareholders of CNOOC too. In the light of the announcement, it's worth noting that when we inspected the documents on display at the company's lawyers Herbert Smith on 17-Dec-05, the only manual signature on the letter of recommendation from the Independent Board Committee, which had been faxed, was the signature of Mr Sung Hong Chiu. Surely all the INEDs present at the meeting should have signed it. Shareholders have been misled by the circular's unanimous recommendation, which clearly is now not unanimous. The meeting should be adjourned to give shareholders time to consider Mr Courtis' point of view, assuming he has one, and if not, to consider his abstention from the recommendation. Otherwise, investors have voted on the basis of a false and misleading circular. Mr Courtis is obviously trying to distance himself from the proposal, otherwise, notwithstanding his absence from the "last" meeting, since he had "participated in the process" he would have confirmed in this announcement his agreement with the recommendation of the IBC. He did not. Copyright Webb-site.com, 2005 Sign up for our free newsletter Recommend Webb-site.com to a friend Important notice: All material on this site, except where otherwise accredited, is copyright to Webb-site.com. Media and researchers are welcome to quote from articles on this site, provided that such quotation is attributed to Webb-site.com. The information in this site should not be relied upon by any person in making any investment decision. No responsibility or liability is accepted by Webb-site.com or any person related to it for any loss arising from or in reliance upon the whole or any part of the contents of this site. Persons who are in any doubt about an investment or potential investment should take professional investment advice. From time to time parties associated with Webb-site.com may own long or short positions in securities issued by or related to companies or governments on which we comment. |