Bid to change management of legendary HK trading house fails: Control of
The control over the Bermuda-domiciled trading conglomerate Jardines will remain in the hands of the Scottish family who have run it for more than 100 years.
Shareholders rejected a hostile bid to wrestle the power of running the multi-billion pound empire Jardines from the Keswick family.
The family dynasty has run the business for 125 years, and currently has direct descendants in the post of chairman and managing director as well as on the board of directors.
Yesterday at the annual general meeting of Jardine Matheson and Jardine Strategic in the Fairmont Hamilton Princess, proposals were tabled which could remove the family and their allies from the board of directors and lessen their grip over the companies.
The vote came after a US-based investment fund management firm pushed its way in and alleged conflicts of interest on the close-knit board.
San Diego-based Brandes Investment Partners, which acquired 8 percent of Jardine Matheson and 2 percent of Jardine Strategic, said yesterday it had become increasingly disappointed with the performance of the two companies.
Brandes say they opposed a cross shareholding arrangement which allowed the Keswicks and their allies to appoint most directors on the boards of its companies.
The practice makes takeover bids almost impossible.
But yesterday the old guard resoundingly won the vote and the family remained in control.
Percy Weatherall, Managing Director of Jardine Matheson said: "The figures speak for themselves.'' Of those who voted, 75 percent voted against proposals to change the status quo.
But Brandes' partner Brent Woods has claimed that the quarter of the votes it got, was a resounding victory.
Mr. Woods, a partner in Brandes, said the arrangement: "Creates conflicts of interest in the management of the organisations, higher costs and lower liquidity in share trading''.
But Jardines has defended the cross shareholding agreement saying it creates a stable environment.
Mr. Weatherall, after the results were announced by his cousin Chairman Henry Keswick, said: "If Mr. Woods is claiming a significant victory we can, by the same numbers, claim a significant victory as well.
"These numbers speak for themselves.
"Without any special campaign we have got this result.'' Earlier during the meeting Mr. Woods outlined his six proposals for change for each company before the meeting.
He said: "We made our first formal presentation of the issues, very similar to the one we made to the chairman in April of this year, in December 1997 -- nearly two and a half years ago -- to the company's managing director in Hong Kong.
"At the time and on at least one occasion since then, we asked for an opportunity to present our ideas to the board, but we were denied -- apparently on the grounds that there was no interest in meeting with institutional shareholders at all, and particularly on these issues.'' He added: "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 and are formally proposing the resolutions now, 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.
"To assume that these issues will no longer be important if and when the company's financial performance improves, would in our view, lead the board to underestimate the importance of the issues to long-term investors and their resolve in addressing them.'' After the result, Mr. Woods would not comment on whether his company would consider any legal action, but said that it would give the board 90 days to think over what had happened, before resuming dialogue.
He said: "We have sent a clear message to the board.
"We think that it is a big issue to improve the shareholder value. There may, however, be an alteration to our methods.'' Mr. Woods added that his company was not thinking at the moment of selling their shares in Jardines, and would not do so as long as it was beneficial for their investors to keep them.
Before the vote results Mr. Keswick told shareholders: "The board is totally committed to shareholder value.
"As such we have considered carefully the issues that have been raised by shareholders with this regard.
"Nevertheless we shall not take any action just for the sake of bringing about a short-term increase in the share price.
"The directors have always focused and will continue to focus on the longer-term perspective and the enhancement of the group's underlying values.'' He would not comment after the meeting on the result of the vote.
