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GLG CORP LTD AGM Information 2010

Oct 21, 2010

64991_rns_2010-10-21_3670d2fc-dc59-40d6-8521-622b8e76a4f8.pdf

AGM Information

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GLG CORP LTD ABN 98 116 632 958

NOTICE OF ANNUAL GENERAL MEETING including EXPLANATORY STATEMENT

DATE AND TIME OF MEETING

Thursday 25[th] November 2010 at 10:30am Level 5, 56 Pitt Street Sydney NSW 2000

3141818..01 DQS AHY

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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 25[th] November 2010 at 10:30am (AEST) at Level 5, 56 Pitt 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 2010 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 2010 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, Mr Christopher Chong Meng Tak retires by rotation and, being eligible, offers himself 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 Yong Yin Min retires by rotation and, being eligible, offers himself for re-election as a director of GLG Corp Ltd”.

Resolution 4 - Re-Election of Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That Ms Surina Gan Meng Hui having been appointed as an addition to the Board, and who retires in accordance with clause 12.7 of the Company’s Constitution, and being eligible, offers herself for re-election as a Director of the Company, is hereby re-elected as a Director of the Company.

During the year, Ms Gan was appointed as a Director of the Company by the Board. Pursuant to clause 12.7 of the Company’s Constitution, any director so appointed must retire at the Company’s next Annual General Meeting and is eligible for re-election.

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GLG CORP LTD A.C.N 116 632 958

DATED THIS 19[th] October 2010

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 25th November 2010 at 10:30am (AEST) at Level 5, 56 Pitt Street Sydney NSW 2000. 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 is contained in the Directors Report for the year ended 30 June 2010.

This resolution is non binding on the Company. If this resolution is not approved, the directors may:

  1. Accept or partially accept the vote, which may mean a review of the remuneration policies and packages of the Company; or

  2. 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.

The Board supports the adoption of the Remuneration Report.

2. Resolution 2 – Re - Election of Director

Re-election of Mr Christopher Chong Meng Tak as Director

Mr Chong joined the board as a Director of GLG on 12 October 2005 and is a member of the Audit Committee.

Mr Chong is a partner of ACH Investments Pte Ltd, a specialist corporate advisory firm in Singapore, and, an Associate of Shadforths Limited, a leading financial firm in Tasmania, Australia. Prior to co-founding ACH Investments Pte Ltd, Mr Chong was a multi-award winning equity analyst and the Managing Director of HSBC James Capel Securities (Singapore) Pte Ltd, (now known as HSBC Securities (Singapore) Pte Ltd), a member of the Hong Kong Bank Group of companies. Mr Chong is an independent director of several public companies listed on the Australian, Singapore and Luxembourg Stock Exchanges. Mr Chong is also a Director and/or advisor to many private companies and to many Asian families and the judicial branch of the Singapore government.

Mr Chong has extensive Asia Pacific experience having previously also been an advisor to listed companies on the Exchange of Hong Kong, Jakarta (Indonesia), Kuala Lumpur (Malaysia), Makati (Philippines) and Bangkok (Thailand). Mr Chong is a Fellow of the Australia Institute of Company Directors, a Fellow of the Singapore Institute of Directors and a Master Stockbroker of the Securities and Derivatives Industry Association of Australia.

Mr Chong has received a B.Sc. (Economics) from the University College of Wales, an MBA from London Business School and is a member of the Institute of Chartered Accountants of Scotland.

Resolution 2 seeks to confirm the re-election of Mr Chong as a Director of the Company.

The Board supports the re-election of Mr Christopher Chong Meng Tak.

3. Resolution 3 – Re - Election of Director

Re-election of Mr Yong Yin Min as Director

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GLG CORP LTD A.C.N 116 632 958

Mr Yong joined the Board as a Director on 07 June 2006. Mr Yong is also an Executive Director of GLG’s major shareholder, Ghim Li Group Pte Ltd. Mr Yong has a Masters Degree in Business Administration from the University of Toronto and a Masters Degree in Financial Engineering from the National University of Singapore.

Mr Yong was a career banker with a background in commercial and merchant banking before he joined Ghim Li Group Pte Ltd. In addition, he has experience in market planning and human resource development consulting and in private equity.

Mr Yong will support Ms Estina Ang Suan Hong in Strategic Market Planning, in reviewing opportunities for acquisitions and in grooming the next generation of GLG managers.

Resolution 3 seeks to confirm the re-election of Mr Yong Yin Min as a Director of the Company.

The Board supports the re-election of Mr Yong Yin Min.

4. Resolution 4 - Re-Election of Director

Re-election of Ms Surina Gan Meng Hui as a Director.

Surina joined GLG in July 2001 and is currently the Chief Marketing Officer. She began her career in the business as a Management Trainee where she was assigned the task of leading the manufacturing operations.

She was promoted to Chief Marketing Officer in 2003 and continued in that role at GLG Corp Ltd from its listing with responsibility for Sales & Marketing and Merchandising in Singapore, Hong Kong, and China. She also was responsible for planning and implementing marketing strategies to identify and expand the customer base and develop business opportunities on a global scale. Ms Gan has been designated as the Chief Operating Officer, and in addition to her original role, she has assumed some responsibilities that were held by the Chief Executive Officer.

Surina is now responsible for the overall management of Sales & Marketing and Merchandising in Singapore, Hong Kong and China. In addition to providing overall direction in the day-to-day management of sales activities, she also plans and implements marketing strategies to identify and expand the customer base and develop business opportunities on a global scale. Surina graduated with a Bachelor of Science (Honours) from New York University-Stern in 2001.

Resolution 4 seeks to confirm the re-election of Ms Surina Gan Meng Hui a Director of the Company.

The Board supports the re-election of Ms Surina Gan Meng Hui.

5. Registered Holders

The Directors have determined that for the purpose of voting at the Annual General Meeting, shares in the Company will be taken to be held by the registered holders at 10.30AM AEST on Tuesday, 23[RD] November 2010

6. Proxies

A shareholder who is entitled to vote at the Annual General Meeting has a right to appoint a proxy of the shareholder’s choice 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 does 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 10:30am AEST on Tuesday, 23[RD] November 2010.

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GLG CORP LTD A.C.N 116 632 958

7. 2010 Annual Report

Copies of the Company’s 2010 Annual Report for the financial year ending 30 June 2010 (“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 those shareholders requesting a physical copy of these documents. The Company’s Annual Report is able to be viewed at the Company’s website at www.glgcorpltd.com.au.

8. Enquiries

Shareholders are invited to contact the Company Secretary on (02) 8823 3152 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

Annual General Meeting means the meeting convened by the Notice.

ASX means ASX Limited.

Board means the board of directors of the Company.

Company and GLG means GLG Corp Ltd (ABN 98 116 632 958).

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 incorporated in this Notice.

Notice means the Notice of Meeting together with the Explanatory Memorandum.

Proxy Form means the proxy form for the Annual General Meeting accompanying this Notice.

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