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GLG CORP LTD — AGM Information 2007
Oct 10, 2007
64991_rns_2007-10-10_818360bb-c058-48e7-9233-efdd6c9e627b.pdf
AGM Information
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GLG CORP LTD ACN 116 632 958
NOTICE OF ANNUAL GENERAL MEETING including EXPLANATORY STATEMENT and PROXY FORM
DATE AND TIME OF MEETING
Thursday 8[th] November 2007 at 10.00 am AEST
Fraser Suites Sydney 488 Kent Street Sydney NSW 2000
3141818..01 DQS AHY
GLG CORP LTD A.C.N 116 632 958
Notice of Annual General Meeting and Explanatory Memorandum
Notice is hereby given that the Annual General Meeting of the Company will be held on Thursday 8[th] November 2007 commencing at 10.00am (AEST) at Fraser Suites Sydney, 488 Kent Street Sydney NSW 2000.
The Explanatory Memorandum which accompanies and forms part of this Notice describes the matters to be considered at the Annual General Meeting.
AGENDA
Business
Accounts and Reports
To receive the Financial Report of the Company for the financial year ended 30 June 2007 and the reports of the Directors and Auditors thereon.
Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Section 250R(2) of the Corporations Act, the Remuneration Report as contained in the Directors Report for the year ended 30 June 2007 be adopted.”
Resolution 2 – Re-Election of Director
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“In accordance with the Constitution of the Company, Estina Ang Suan Hong retires by rotation and, being eligible, offers herself for re-election as a director of GLG Corp Ltd”.
Resolution 3 – Re-Election of Director
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“In accordance with the Constitution of the Company, Mr Samuel Weiss retires by rotation and, being eligible, offers himself for re-election as a director of GLG Corp Ltd”.
DATED THIS 5[th] DAY OF OCTOBER 2007
BY ORDER OF THE BOARD
SHANE HARTWIG COMPANY SECRETARY
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GLG CORP LTD
A.C.N 116 632 958
EXPLANATORY MEMORANDUM
This Explanatory Memorandum forms part of a Notice of Meeting convening the Annual General Meeting (“the Meeting”) of shareholders of GLG Corp Ltd ("GLG" or the "Company") to be held on Thursday, 8[th] November 2007 at 10.00am (AEST). This Memorandum is to be read in conjunction with the Notice of Meeting.
1. Resolution 1 – Adoption of Remuneration Report
Section 250R(2) of the Corporations Act requires a listed company, at its Annual General Meeting, to adopt the Remuneration Report of the Company. The Remuneration Report of GLG as required by section 300A of the Corporations Act and is contained in the Directors Report for the year ended 30 June 2007.
Amendments to the Corporations Act in June 2004 introduced, amongst other things, expanded director and executive remuneration disclosure requirements and a requirement for a listed company to submit a remuneration report to shareholders for a non-binding vote.
As stated above, this resolution is non binding on the Company. If this resolution is not approved, the directors may:
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Accept or partially accept the vote, which may mean a review of the remuneration policies and packages of the Company; or
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Not accept the vote and explain why it believes the remuneration policies and packages are appropriate.
It is the director’s responsibility to formulate and set the Company’s remuneration policies and packages. This resolution is intended to attract active shareholder consideration of the remuneration policies and packages of the Company and encourage shareholders to ask questions should they desire.
Resolution 1 is an ordinary resolution requiring it to be passed by a simple majority of the votes cast by Shareholders entitled to vote on it.
2. Resolution 2 – Re - Election of Director
Re-election of Estina Ang Suan Hong as Director
Estina Ang Suan Hong is the founder of the GLG Corp Ltd (‘GLG’). Ms Ang is the Executive Chairman of GLG Corp Ltd and is a member of the Nomination and remuneration committee. With the retirement of Mr Soh Guan Kiat, Ms Ang stepped back into the Chief Executive Officer position until the identification or recruitment of a successor.
Ms Ang has over 25 years of experience in the textile and apparel industry. She began her career in the industry in 1975, working for Polly Allied Knitwear Pte Ltd, a Singapore based apparel group.
Under her leadership, GLG Corp Ltd has established itself as a global supplier of quality apparel to major retailers in the USA. Ms Ang also spearheaded the Business’ expansion into USA, Guatemala and Hong Kong.
Ms Ang was also the founder of GLIT Group, a key garment manufacturing supplier of GLG. She oversaw GLIT Group’s establishment of operations in Malaysia, Fiji, Brunei, Indonesia, Guatemala, China and Sri Lanka. Ms Ang divested GLIT Group following the listing of GLG. Ms Ang also oversaw the acquisition of Maxim Textile Technology Pte Ltd, a textile finishing company, a subsidiary company of Ghim Li Group (a shareholder company of GLG).
Ms Ang graduated from Nanyang University in 1974 with a Bachelor of Arts degree, and is a member of the Singapore Institute of Directors.
Resolution 2 seeks to confirm the re-election of Ms Ang as a Director of the Company.
The Board supports the re-election of Ms Ang.
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GLG CORP LTD A.C.N 116 632 958
3. Resolution 3 – Re - Election of Director
Re-election of , Mr Samuel Weiss as Director
Mr Samuel Weiss was appointed a Director of the Company on 12 October 2005 and in accordance with the constitution of the Company retires by rotation and, being eligible, offers himself for re-election as a director of GLG.
Mr Weiss is the Chairman of the Nomination and Remuneration committee and a member of the Audit committee.
Mr Weiss brings valuable experience in all aspects of supply chain management and global logistics in a multinational environment. Mr Weiss currently serves as a Non Executive Director of the Board of Directors of Oroton Group Limited, IPGA Limited, Altium Limited, Ecos Corporation Pty Ltd and Open Universities Pty Ltd, the Sydney Festival and The Benevolent Society. Mr Weiss has an AB from Harvard University and an MS from Colombia University. He is the President of the Harvard Club of Australia and is a director of the Harvard Alumni Association. Mr Weiss brings considerable Board experience and knowledge of Corporate Governance to GLG Corp Ltd.
Resolution 3 seeks to confirm the re-election of Mr Weiss as a Director of the Company.
The Board supports the re-election of Mr Weiss.
4. Section 1109N Determination
The Directors have determined in accordance with section 1109N of the Corporations Act that, for the purpose of voting at the General Meeting, shares in the Company will be taken to be held by the registered holders at 7.00pm AEST on Tuesday 6[th] November 2007.
5. Proxies
A shareholder who is entitled to vote at the General Meeting has a right to appoint a proxy and should use the Proxy Form with this Notice. The proxy need not be a shareholder of the Company.
A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion each proxy is appointed to exercise. If a shareholder appoints two proxies and the appointment dos not specify the proportion or number of the shareholder's votes each proxy may exercise, section 249X(3) of the Corporations Act will take effect so that each proxy may exercise half of the votes.
The Proxy Form must be signed and dated by the shareholder or the shareholder's attorney.Proxy Forms and the original or a certified copy of the power of attorney (if any) must be either lodged at the share registry of the Company, Link Market Services Limited at Level 12, 680 George Street or received by facsimile on +612 9287 0309 by 10.00am AEST on Tuesday 6th November 2007.
6. 2007 Annual Report
Copies of the Company’s 2007 Annual Report comprising the Annual Financial Reports, Directors’ Report and Auditor’s Report of the Company and the Company’s controlled entities will be distributed to all shareholders. The Company’s 2007 Annual Report is able to be viewed at the Company’s website at www.glgcorpltd.com.au.
7. Enquiries
Shareholders are invited to contact the Company Secretary on (02) 8916 6778 if they have any queries in respect of the matters set out in these documents.
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GLG CORP LTD A.C.N 116 632 958
GLOSSARY
ASIC means Australian Securities and Investments Commission.
ASX means Australian Stock Exchange Limited.
A$ means Australian Dollars.
Board means the board of directors of the Company.
Company and GLG means GLG Corp Ltd (ACN 116 632 958).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the current directors of the Company.
Explanatory Memorandum means the explanatory memorandum accompanying the Notice.
General Meeting means the meeting convened by the Notice.
Listing Rule means a Listing Rule of ASX.
Notice means the Notice of Meeting accompanying this Memorandum.
Proxy Form means the proxy form for the General Meeting accompanying this Notice.
Schedule means a schedule of this Notice and Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the Company.
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