Polar asked to clarify appointment of new directors

The Stock Exchange of Thailand (SET) yesterday asked Polaris Capital Plc (POLAR) to clarify information concerning the appointment of 15 new directors to its board by tomorrow.

“As Polar has not yet disclosed the resolutions of the extra general meeting (EGM), the SET requires the company to disclose the clarification via the SET Portal System by July 19, 2017,” the SET said.

The clarification must contain the substance and resolutions of the shareholders’ meeting, procedures and time frame to comply with Public Limited Companies Act governing the shareholders’ meeting, and the number and names of board directors both prior and after the meeting, it added.

The SET’s requirement came after Polar’s shareholders, who hold a combined 53% stake in the company, arranged a meeting on Sunday to replace their existing board members with 15 new ones. Shareholders owning 52.8% voted in favour of the move.

However, Polar has not provided any information about the meeting so far.

SET executive vice-president Paweena Sriphothong said if shareholders arrange a shareholders’ meeting by themselves, they must send a letter to the company and management to submit the report on the meeting’s resolutions to the SET to comply with the law.

“If the company does not report the meeting’s resolutions or does not cooperate with shareholders, it is the duty of the stock regulator to request this information be disclosed,” Ms Paweena said.

According to the Public Limited Companies Act’s Section 100, one or more shareholders who hold a total stake larger than 10% can ask a listed company’s board of directors to hold a shareholders’ meeting and it is the duty of the board of directors to do so within 45 days as requested.

Section 46 of the act also allows shareholders to sack the existing board of directors in the event that three-quarters of attending shareholders agree.

Polar’s retail shareholders filed an objection at the Central Bankruptcy Court a few weeks ago against the company’s plan to enter into business rehabilitation.

The SET has also questioned Polar, saying the company’s 2016 financial statements still showed its shareholders’ equity stood at 4.58 billion baht while its total liabilities were 465 million baht, yet the company has filed for a business rehabilitation petition as its shareholders’ equity has plunged into negative territory.