FGV calls for EGM, proposes slashing chairman’s fee in half

Troubled planter also suggests trimming down directors’ fees for FY18 to RM1m and RM490,272 for board committee fees

by SHAHEERA AZNAM SHAH/ pic by TMR

FGV Holdings Bhd is convening an extraordinary general meeting (EGM) to resolve the impasse related to directors’ fees after key shareholders of the troubled planter rejected the proposed remuneration resolutions in June this year.

The company’s EGM will be held on Nov 27, 2019, at the corporate office of its major shareholder — Federal Land Development Authority (Felda) — according to a meeting notice sent to shareholders.

In June, Felda, which owns a 33.6% stake in FGV, Koperasi Permodalan Felda Malaysia Bhd (5%) and the Armed Forces Fund Board (1.25%) shot down the proposed directors’ fee tabled by FGV after a gruelling five-hour AGM.

FGV is seeking the endorsement of six resolutions at the EGM, which will take place in two weeks at Menara Felda.

It also seeks the shareholders’ approval on the payment of directors’ fees for non-executive chairman in respect of the financial year ended Dec 31, 2018, (FY18) and the directors’ fees for the non-EDs for the same financial period.

“The board had revised the fee structure in FGV Board Remunerations Policy on Oct 18, 2019. The change was to incorporate the decrease in board fees for the non-executive chairman from RM600,000 per annum to RM300,000 per annum with effect from FY18. The fees for the non-EDs remain unchanged,” according to the EGM resolution notice.

FGV board is also seeking the approval to pay a fee of RM300,000 annually, to be paid monthly to the non-executive chairman from Jan 1 this year until the next AGM in 2020.

The previous AGM saw the company proposing fee payable to the chairman totalling RM1.95 million and a total of RM5.74 million to the board of directors (BoD), which were vehemently rejected by the key shareholders.

The notice of the latest EGM showed that the company has also trimmed down the directors’ fees for FY18 to RM1.1 million and RM490,272 for board committee fees.

“The proposed Resolution 3, if passed, will allow the company to pay board fees of RM25,000 per month to the non-executive chairman from Jan 1, 2019 until the next AGM of FGV to be held in 2020,” according to the notice.

The company is also proposing monthly board fees of RM10,000 to each non-ED starting Jan 1, 2019, until the next AGM to be held next year.

FGV is also seeking the approvals to revise the benefits of the non-executive chairman including the removal of the option to utilise one company car, the removal of entitlement to home security, option for escort and one escort vehicle and the reduction from two personal bodyguards to just one.

The company is also proposing the removal of entitlement of leave passage of RM50,000 annually and the removal of entitlement of one mobile phone every three years.

The proposed resolutions were keeping in mind the rejection at the previous AGM especially in the fees for the chairman and board members when the company posted a loss of more than RM1 billion last year.

Felda NGOs National Council council chairman Datuk Mazlan Aliman previously said the chairman’s proposed RM1.95 million fee and the total RM5.74 million payable to the BoD were relatively high for a company who suffered nearly a billion losses last year.

FGV’s share price closed at RM1.23, valuing the planter at RM4.48 billion.