Commercial Bank resolution - Letter
I refer to the article on the defeat of the Resolution presented by the Board of Directors of the Commercial Bank of Ceylon Ltd, for the issue of ESCOP 2 to some of the Privileged Employees of Bank.
The article published was substantially correct. However the decision of the shareholders was nullified by the Chairman of the Meeting, who after announcing that the Resolution had been defeated, proceeded to take a Poll, with full knowledge that the Board could seek to carry the Resolution on the proxies granted to it. I drew the attention of the Chairman that once the results on a Show of Hands it was announced that the Resolution had been DEFEATED, he had no entitlement whatsoever to call for a Poll. However, he proceeded thereon. In recent times too I had occasion to draw the attention of the Board on the Conflict of Interests by Members of the Board of Directors.
(Shareholder with voting rights)
Business Editor’s Note: According to Article 56 of the Commercial Bank Articles of Association, “At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded by:
1) The Chairman of the meeting or,
2) Not less than two persons etc.”
However Ellepola told The Sunday Times FT that it was long after the declaration of the result that the chairman decided to call a vote – even after some shareholders had left. Most of the shareholders who abstained from the ‘show of hands’ were bank employees. Ellepola said there was no objection to the resolution except that it benefited just 115 out of the 3,000-plus employees.