Novogen says remuneration vote subject to proxy error
Monday, 07 November, 2005
Novogen (ASX:NRT) has cited a "voting systems error" as the reason why a significant number of proxy votes were cast against the resolution to adopt the company's remuneration report for the year ended June 30 at its AGM in late October.
The Australian Securities and Investments Commission wrote to Novogen after the company adopted the company's remuneration report based on a show of hands at its AGM in late October, despite receiving an overwhelming majority of proxies against the resolution.
More than 12.1 million (70 per cent) validly appointed proxies went against the adoption of the company's remuneration report for the year ended June 30, 2005, compared with 4.6 million proxies in favour (26 per cent).
The company launched an inquiry, which found that more than 12 million of the shares representing the negative proxy votes were held by three US shareholders.
These shareholders retained a third party independent proxy voting agent and were not given the opportunity to give voting instructions on the resolution when they should have been, according to Novogen.
"It turns out that shareholders representing more than 12 million of the 12 plus million votes, actually would have -- had they been asked -- voted yes," said Novogen's managing director Christopher Naughton. "They're sorry for what transpired."
Naughton said that Novogen was unusual for an Australian listed company as it has a majority of US shareholders. "We have the largest percentage of stock in ADRs of any ASX company, and we naturally have shareholders who are not familiar with the concept of non-binding resolutions," said Naughton.
Naughton added that a similar situation appeared to have happened last year when a high number of proxy votes against the grants of options to two executives were received.
Novogen will conclude enquiries as to whether it will review its remuneration policy on December 31, said Naughton. "Clearly the receipt of this information will go some way towards answering the questions," he said.
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