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| Prostasco Board of Directors in good times |
Anyone can say anything. So who in the world will know the whole picture?
Nevertheless, it was the conduct of the Chairman and members of the Board of Directors that made us suspicious. So don't blame us if we seemed to be siding with Tey and Ooi. Their actions and decisions to favour Chong seemed questionable.
The fact that the Chairman is a Chairman on the advisory committee of MACC only makes it an attractive story.
When googling for news on Protasco, one thing noticeable is in the manner the business media are depicting the two young members of the Board of Directors of Protasco, Tey Por Yee and his associate Ooi Kock Aun.
They are being painted as two hungry young men showing no respect for the more elderly and composed Prostasco CEO Dato Chong Ket Pen.Not only the perception game does not favour them, the Company's or Dato Chong's side of the story gets visible coverage but not that of Tey and Ooi.
If Tey and Ooi were fraudulent in the deal they brought to Protasco, it still does not make sense as to why do they need to spent RM95 million to buy Protasco shares and then bring the deal to Prostasco?
They could do the deals themselves.
Till the full picture is known and hopefully the truth present itself, our suspicion remains on the manner the Chairman and Board conduct their affair.
Background
So happen we had a copy of the November 3-10 The Edge weekly.
Except for the part on Chong looking for entry into oil and gas instead of being in a hurry to meet the year end deadline to get a buyer for the block, it gave a background of the current Protasco Board room tussle.
Read below:
Did Tey and Ooi really tried to swindle money from the Company?
The question still remain: why the need to spend RM95 million first before swindling the company for US$55 million? Quiet sure there is a smarter, less than obvious and more economically efficient way to do so, if the intention is to swindle.
Unfair
In the other issue but still linked, The Edge reported the RM10 million channeled by the company through several levels before reaching a company addressed at Protasco but belonging to senior management of Protasco.
No explanation was given except "a source" telling the writer it was to pay loan. By going through 3 levels?
If Tey and Ooi had proof to show some RM10 million was siphoned out, why did the Board of Directors refused to hear them out but brush them off as no proof presented? Do they wait for hundreds of million to disappear before taking action.
There is no majority shareholders in control of the company and Board, why do the majority of 8 independent members of the Board of Directors afraid to take the necessary precaution to protect the stakeholders?
They could be fast in filing a lawsuit against Tey and Oi before hearing their explanation but refused to take the necessary precaution when it comes to the allegations with some level of proof against Chong.
Unlike Tey and Ooi whose affairs in their deal with Protasco was well documented by the media, Dato Chong had not explained himself. Maybe he had privately explained himself to some but till he explain himself to the Board, they seemed to be taking it lightly.
Playing games
There was a seemingly petty incident involving call for a Board meeting.
This was after the lapse in the agreement for the acquired Indonesian company, PT ASU to get extension of the oil rights for 10 years. They only got 3 years, reported The Edge. But wait a minute. Isn't July the Indonesian Presidential election?
Chairman Tan Sri Hadenan had called for a sudden Board of Directors meeting on September 27th but Tey and Ooi could not make it since they had scheduled a family holiday till November 8th. Maybe they should have abandoned the trip.
Maybe not since but in their absence, the Board had appointed a lawyer and announced to sue them. This was done without hearing them out.
After making their appearance in court and denied the allegations against them, they requested on October 23rd for a Board Meeting for October 27th. This time Chairman Hadenan delayed them with various excuses given. As Chairman, he calls the shot on meeting dates.
By the time the meeting was held on October 31st, Tey and Ooi had filed for a derivative court actions against Chong on October 28th and naturally, the Board refused to acknowledge their case.
The Malaysian Reserve reported below:
Protasco boardroom tussle continuesIf both side of the disputing parties have issues that could affect the interest of company, shouldn't the Board of Directors take the precaution to suspend Chong?
Monday, 03 November 2014 12:37
Azli Jamil
Protasco Bhd’s non-executive director Tey Por Yee claims the company’s Board is protecting MD Datuk Seri Chong Ket Pen by not calling him to defend himself against allegations of RM10 million personal financial gain.
In addition, the resolution to suspend Chong until disciplinary action can be taken was also not allowed to be tabled.
Tey, who has made public accusations against Chong in connection with a failed deal in Indonesia, is seeking to remove the managing director via an EGM later this month.
However, last week, major shareholders of Protasco countered by calling for an EGM to remove Tey and another director Ooi Kock Aun scheduled for an earlier date.
“This Extraordinary General Meeting (EGM) that they have called is deliberately scheduled ahead of ours and will be paid by Protasco. They are trying to prevent shareholders from knowing the truth,” said Tey in a statement on Friday.
Tey claimed that Protasco brought in lawyers who made objections against the tabling of a resolution to suspend Chong. He also alleged that the board then called for an EGM to remove him and Ooi two days ahead of the one sponsored by him to remove Chong.
Tey has called for an EGM on Nov 29, 2014 which he is funding himself with the purpose of presenting the facts and evidence of Chong’s wrongdoing directly to the shareholders and to ask for the removal of Chong.
Tey said Protasco is holding a pre-emptive EGM as indicated from UOBM Nominees (Tempatan) Sdn Bhd and Tan Heng Kui.
Tey and Chong had called for an EGM for November 28th. Then the Board moved to call an EGM on November 26th earlier.
Clearly the Board looks to be playing Chong's game.
Maybe till the matters are cleared, the shareholders should just remove all of the disputing parties from the Board of Directors. However, without any major shareholders running the show, who will take responsibility for running the Company?
Anyway one look at it, something ain't right when the elderly Chong made the first move to file a lawsuit to end the failed deal. Maybe he has something held close to his chest. But if they could renegotiate the Sales and Purchase agreement, couldn't they end the deal amicably?
Surely it is not about fiduciary duties since he himself is suspected of funneling money in a strange and suspicious manner. According to Tey and Ooi, there is a cover-up. [Read back Bigdog here]
Surely there is more coming soon.