The Bermuda domiciled Jardine group is likely to see another lively shareholders meeting on the Island next month when a group of shareholders' renews its call for control of the company to be removed from the Keswick family who have run it for more than 125 years.

The famous Asian trading house will be under attack from a group of shareholders led by San Diego-based Brandes Investment Partners. The shareholders want to see a dismantling of the cross-shareholding structure that allows the Keswick family and its allies to control the group with barely a tenth of the shares in the Jardine Matheson holding company.

The shareholders' group wants measures put in place to improve Jardine's corporate governance, including the establishment of a nominations committee of independent directors to propose directors to the board. They also want a remuneration committee of independent non-executive directors to be established to determine director's pay.

Jardine Matheson is already listed on the exchanges in London and Singapore and the shareholders' group wants to see an additional listing in Hong Kong.

Last year shareholders made similar proposals and this year Brent Woods, managing partner at Brandes, said there had been discussions with Jardine, but he said there has been no final decision from Jardine on whether shareholders would be allowed to vote on the proposals at the annual general meeting, to be held on May 17.

This year's proposals are more detailed. Jardine Matheson owns about 74 percent of Jardine Strategic Holdings, which in turn owns about 50 percent of Jardine Matheson. The shareholders' group suggests that Jardine Matheson should make a cash offer for JSH of $4.25 to $5.25 per share ( Wednesday's closing price in Singapore was $2.77 per share).

Earlier this month Brandes, which claims to hold a 2.34 percent interest in the group, wrote to Jardine Matheson saying: "The group's current cross-holding structure is unnecessarily complex and expensive, reduces investor interest, creates a structural impediment to proper corporate governance and has had the effect of systematically depressing the share price of the company and JSH.'' Last year's bid for change by the shareholders failed. Jardine defended the cross shareholding agreement saying that it creates a stable environment. Each company controls a majority of directors on the other's boards. This structure, more than a decade old, has protected the group from a hostile takeover.

At last year's AGM Mr. Woods said: "We made our first formal presentation of the issues (similar to those of this year's proposals) in December 1997 to the company's managing director in Hong Kong. At the time, and on at least one other occasion, we asked for an opportunity to present our ideas to the board, but were denied.

Shareholders take aim at Jardine "While we are certainly not happy with the company's financial performance over the past decade, or its languishing share price, it would be wrong to assume we are merely acting out of frustration.

"The fact is we have been advocating these issues through good and bad times because we believe that unwinding the cross-holding and improving the company's corporate governance practices would create significant value for shareholders above and beyond improving the company's financial performance.'' They were supported in their efforts last year by Mark Mobius, head of Templeton Emerging Markets Fund, who said the changes would enhance shareholder value.

Mr. Mobius said: "Whats wrong with Jardine is whats wrong with so many other companies in these markets around the world: small groups of minority investors controlling a company to the detriment of other investors.''