As the e-payment solution provider’s largest shareholding bloc, the duo served a requisition notice on Revenue yesterday, calling for an extraordinary general meeting (EGM) to remove nine directors, including the chairman and MD, from the board.
The Ng brothers co-founded the company, with Brian the largest single shareholder with an 11.64% stake, while Dino is the second largest shareholder with an 11.44% stake.
They claim the board has “maliciously used the media and Bursa Malaysia platforms” to tarnish their image since announcing their suspension on Jan 4.
In a joint statement today, Brian and Dino repudiated the board’s allegations made in a letter dated Dec 29 last year over non-delivery of certain products and refusal to transfer the ownership of the company’s vehicle – a Toyota Vellfire.
No due process
The duo claimed they requested 30 days to gather the appropriate information and documentation to respond, but were instead granted just six days before a board meeting was called and their executive functions suspended.
Arguing that their suspension was “rushed and followed no due process”, the brothers say they have yet to hear back from the board regarding the specifics of the allegations levelled against them.
“Without any forewarning, the acting audit committee chairman Lai Wei Keat called a board meeting on Jan 4, 2023 and carried out a verbal vote to suspend our executive functions.
“This was before we had even been allowed to respond to the allegations levelled against us,” said Dino.
‘We did not steal documents’
At a press conference today, the brothers were also adamant they had not acted illegally in entering the company’s offices on Jan 5.
“Prior to entering the office premises, Brian filed a police report, to inform the authorities the board was prohibiting us from collecting personal items from our offices,” Dino said.
He also sought to correct the impression they had stolen documents from Revenue’s offices.
“As we were barred from entering the company’s premises, six company staff members were the ones that moved and transferred the boxes.
“All company documentation has been digitalised and is stored in cloud servers. It is therefore impossible for us to have obtained documentation with the intention of withholding it from the board,” he added.
The brothers claimed it was imperative for the company’s constitution to be amended, to ensure improved corporate governance procedures. The present board, they said, was too heavy and was impeding the company’s growth potential.
EGM to remove directors
The duo are seeking an EGM to replace the nine board members with three new members, who they say come with “extensive professional industry experience and have no existing ties to the company”.
The nine directors are chairman Nor Azzam Abdul Jalil, managing director-cum-alternate chairman Eddie Ng, Ng Chee Keong, Lai Wei Keat, Loo Jo Anne, Jade Lee, Alwizah Al-Yafii Ahmad Kamal, Ooi Guan Hoe and Tham Sai Cheong.
The three proposed directors are Shaikh Mahmood Naim, Chong Yu Cheang and Adinor Yunus.
According to Brian, Shaikh Mahmood just retired as the state secretary of the Kedah government in August last year. Prior to that, he was the state financial officer.
Adinor is the former chief economist of Bank Muamalat Malaysia Bhd, and was previously its head of risk management.
Chong has been executive director of Moore Stephens Associates since 2016, where he provides risk and governance assurance as well as advisory services to corporate clients.
Brian and Dino said even though it has been a difficult time for them since their sudden suspension, they were “incredibly proud” of Revenue’s staff for continuing to carry out their duties professionally and in the best interest of the company.
The company’s share price closed nine sen or 12% lower at 66 sen today, giving it a market capitalisation of RM318 million.