Smiles saga vote fraud allegation
EX-SMILES Inclusive CEO Mike Timoney says he has lodged a complaint with police alleging a key shareholder’s votes were switched without authorisation prior to a meeting last month where he was dumped as director.
However, Queensland Police declined to confirm or deny the complaint had been made, citing privacy concerns, while Mr Timoney did not provide a police case number to the Bulletin for confirmation.
A spokesman for Gold Coast-based Smiles Inclusive said the actions of Mr Timoney and his associates showed they refused to accept the outcome of last month’s meeting and had “no concern” for the company’s stakeholders.
Mr Timoney and former chair David Herlihy were removed as directors following a shareholder vote on May 22.
More than 64 per cent of shares were voted in favour of removing Mr Timoney from the board and 65 per cent in support of dumping Mr Herlihy.
The pair called the meeting in an attempt to wrest back control of the company, which they alleged had fallen into the hands of “renegade directors”, including current chair David Usasz and executive director Tracy Penn. The Bulletin is not suggesting either Mr Usasz or Ms Penn are the subject of the complaint.
Joint-venture partners and shareholders Dr John Camacho and Dr Arthur Walsh have alleged that prior to the meeting, and just hours before the voting deadline, the vote of the second-largest shareholder was switched without authorisation from support of to opposition to Mr Timoney and Mr Herlihy.
That shareholder is understood to be Dr Henry Chen, who has about 3 per cent of the shares. Dr Chen did not calls from the Bulletin yesterday.
Dr Camacho said they have “definitive evidence of serious voting irregularities”.
“However, the company is refusing to provide lawyers access to the underlying source documentation,” he said.
“This includes supporting records relating to the electronic voting of Morgans clients. We note the company’s earlier comments that there was an exceptionally high turnout and in particular via electronic means.“
Dr Camacho and Dr Walsh said they would proceed with a second extraordinary general meeting including a committee “independent” of the company to oversee the process.
They said they had written to the ASX and ASIC as well as Link Market Services “seeking their confirmation they will not destroy evidence” relating to last month’s meeting.
They said they do not hold Link Market Services, which oversaw the voting process at last month’s meeting, responsible for the alleged irregularities.
Dr Camacho said the board and management of Smiles needed to change immediately as governance at the company had become a “farce”.
Smiles said in a statement to the ASX that the notice calling for another EGM was not valid as it was not properly executed.
It said it has considered the allegations of vote switching and found them to be based on flawed analysis.
However, Smiles said it was willing to appoint an independent share registry to review the voting in order to resolve the complaint.
It has asked Mr Timoney to confirm whether he wants to proceed with the review by 5pm tomorrow.