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By Tom Winnifrith, The Sheriff of AIM | Friday 11 August 2017
Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from ShareProphets). I have no business relationship with any company whose stock is mentioned in this article.
I have received a note from Maureen Jones, the close boardroom ally of Professor Richard Moriarty the founder and embattled chairman of Moriaty Gold & Natural Resources (CGNR). Maureen reckons my coverage of the last GM is unfair and wishes to put the record straight. But I am afraid that she and Professor Conroy simply just do not understand why they are in the wrong here and why that forces me and other campaigners such as the top Irish blogger Wexboy, to ensure that we will turn the next Conroy GM into a media circus to see the two ousted. Maureen writes and my comments are in bold.
Tom. You have written a number of articles each of which has been based on a misunderstanding as to the events surrounding the Company's E.G.M. held last Friday.
You description of the E.G.M. as ''an abuse of democracy'' is apparently based on your belief that
Professor Conroy blocked (as you put it) 800,000 votes for the ''rebel shareholders''.
Professor Conroy used ''a technicality of dubious legality'' to block three of the resolutions before the meeting.
There is no factual basis whatever for either of these propositions.
Maureen, I gave you ample opportunity to comment before I went to print. Your silence was deafening. You give your spin on why I say you guys abused democracy. But that is not why I said you buggered the will of the owners of your company. That came about from holding a GM at 2 PM on a Friday before a bank holiday and then effectively filibustering so that when you applied your “coup de grace” there was no energy or time left to object. It is primarily based on the fact that your shareholders spoke clearly. No-one outside your old discredited board wanted to keep the six ousted directors on or to keep the 3 rebels off. The shareholders spoke. You and Prof Conroy are ignoring their wishes. You forget who owns a company and what democracy is. That is why I have moved from a neutral with sympathies for you to an opponent.
In regard to (a), Deloitte acted as scrutineers of the vote count and they and the Registrars ruled on the validity of votes. This took place in a separate room from the meeting and neither Professor Conroy nor any other director had any involvement in or indeed information on the process until the counting of votes was completed. In any event, any ruling out of votes for the rebel shareholders, as you term them, clearly had no effect on the outcome. I understand from the Registrars that the number of votes disallowed were a much smaller number and included both for and against.
Ok M, so how many votes were denied on the Goodbody proxy? What were the exact numbers. You give one version of events, folks who i regard as independent and who I have known for decades were at the GM, spoke to Deloittes and have a different version. Why not just announce the numbers? For that matter why not announce the fact that 3.5 million voted against you and just 3.1 million ( aka the old board plus a few pals owning SFA shares between them) voted with you. Democracy is, as you know, also about transparency, why won't Conroy simply announce the full results of the polls?
We know why? Because it shows that the current board ( you, Garth Earls & Professor Moriaty) are NOT the folks that the owners of the company want running the show, the owners want the rebels there.
In regard to (b), the ineffectiveness of the resolution to appoint additional directors had nothing to do with Professor Conroy or any ruling by him as chairman of the meeting. The Company's constitution (which is binding on all shareholders and directors) provides that no person may be elected as director of the Company unless at least seven days before the meeting that person lodges with the Company certain specified information with regard to himself together with a signed document confirming his agreement to be so appointed; none of those documents were lodged with the Company in respect of the proposed new directors and accordingly the Constitution declared them ineligible for appointment. Neither the Chairman nor any of the Company directors had any involvement in this.
The requisitioning shareholder subsequently stated that his nominated persons had given some of the required information (but not the signed documents) to the Company's NOMAD and that he intended to dispute the invalidity of the relevant resolutions. There are three points to be made in relation to that statement, which presumably was made to cover the requisitioners embarrassment at his own failure:-
the information that was supplied to the Company NOMAD was not that required by the Company's Constitution;
the information supplied to the NOMAD was expressed to be confidential and supplied strictly on the basis that it should not be shared with the Company; and
since the E.G.M., no action has been taken by the Requisitioner (the ''rebels'', as you term them) to dispute the invalidity of the resolution. Indeed, effectively they have acknowledged the invalidity in that they have now served notice requesting another E.G.M. to consider passing the same resolutions.
I thought it would be important for you to have the true facts in regard to the recent E.G.M.
No Maureen, the rebels insist that they filed all requisite information with the Nomad and that the Nomad had confirmed that the nominations were valid. The Nomad presumably liaised with you. You would presumably have known 7 days before the GM that the papers were “invalid” but did not announce that as you know full well that O'Sullivan would have challenged you in Court.
You also know full well that it would take longer to get your decision regarding the validity of the nomination papers overturned in Court than it would to have another GM. The real issue here is that you and Moriaty know full well that shareholders want the three rebels on board. If you cared about what Conroy's owners thought you would simply have co-opted them onto the board as they requested post the GM debacle.
Much of what I have written is in light of your refusal to do that. This, to me as a former neutral, simply shows that Moriaty and yourself regard yourselves as not having any moral or fiduciary duty to do as the shareholders, those who own your company, wish.
It is your failure to recognise and accept the wishes of those who own your company that is the over-riding true fact. And it is that which means that when the next GM does arrive I shall be there as will good men such as the prominent Irish blogger Wexboy and other readers of this site. We will buy shares or obtain proxies ensuring that we are at the next GM to hold you to account. And we will vote to install three new directors and to fire yourself and Professor Moriaty.
This has now gone beyond who is best placed to manage Conroy Gold & Natural Resources. It is simply a matter of principle: who owns a company and who gets to decide who manages it on behalf of its owners. Either you are a believer in democracy or you are not and the events of the past week present a compelling case that yourself and Moriaty are not.
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