High-90s support for all resolutions at CDL’s annual general meeting

[SINGAPORE] All resolutions tabled at City Developments Ltd’s (CDL’s) annual general meeting (AGM) on Wednesday (Apr 23) were passed, with support level in the high-90s range.

All were ordinary resolutions requiring approval of more than 50 per cent of the total number of shares represented by votes cast at the meeting.

Some 99.43 per cent and 99.33 per cent, respectively, were in favour of the re-elections of Jennifer Young and Wong Su Yen, the two new independent directors (IDs) who were appointed on Feb 7. Their mode of appointment had earlier been a bone of contention during a high-profile but brief boardroom fight at the company.

The Kwek family controls nearly half of CDL’s shares.

Resolutions were also passed at the AGM for the re-election of three retiring IDs – Colin Ong, Daniel Desbaillets and Wong Ai Ai, garnering support from 99.59 per cent, 99.39 per cent and 98.99 per cent, respectively, of total shares represented by votes cast.

The trio were on opposite sides of the conflict surrounding the appointments of Young and Wong Su Yen.

Earlier during the AGM, non-independent director Philip Yeo called on shareholders to vote against Young, Wong Su Yen, Desbaillets and Wong Ai Ai.

Desbaillets and Wong Ai Ai were on the side that opposed CDL executive chairman Kwek Leng Beng, while Ong and Yeo supported him during the boardroom fight.

At the AGM, Yeo expressed his displeasure that the nominations of the two new IDs did not go through the then-nomination committee.

On the morning of Feb 26, CDL had cancelled an analyst and media briefing for its second-half and full-year 2024 results. This was followed by an announcement from Kwek Leng Beng that he had filed court actions against his son Sherman Kwek, who is CDL’s group chief executive officer, for an attempted boardroom coup. It triggered a series of dramatic claims and counterclaims.

A fortnight later, the senior Kwek said he was discontinuing his lawsuit against the CEO and six other members of the board. “I will continue in my role as executive chairman and Sherman Kwek will continue as group chief executive officer,” he said on Mar 12. The senior Kwek added that all the current directors, including Young and Wong Su Yen, will remain on the CDL board, and that all the board members have agreed to put aside their differences for the greater good of CDL and its stakeholders.

A key sticking point in the boardroom battle was that the nominations of Young and Wong Su Yen as IDs did not go through the nomination committee. CDL has explained in the corporate governance section of its latest annual report and reiterated last week that while the nomination and appointment of the two directors were not made via the nomination committee then, they were submitted to the full board for consideration and approval.

A major turning point in the boardroom fight was the Mar 4 announcement of the “irrevocable resignation” of Catherine Wu as an unpaid independent adviser to CDL’s hotel arm Millennium & Copthorne Hotels (M&C). Wu’s long relationship with Kwek Leng Beng had caused the rift within the CDL group.

Also passed at Wednesday’s AGM was the renewal of the share purchase mandate, which would allow the company to buy back up to 10 per cent of its ordinary shares and up to 10 per cent of its preference shares. This received 99.9 per cent support.

Also receiving the nod, with 97.93 per cent in favour, was the renewal of the company’s IPT Mandate to facilitate the company, its subsidiaries and its associated companies to enter into transactions with interested parties, including its controlling shareholder Hong Leong Investment Holdings (HLIH).

CDL directors and the relevant companies within the HLIH group abstained from voting on this resolution.