KUALA LUMPUR (Sept 15): Software solutions provider OneTech Solutions Holdings Bhd, a LEAP Market listee, has dismissed its major shareholder's requisition for an extraordinary general meeting to vote on four resolutions, including salary and benefit limits for directors and the managing director, and to re-audit the group's financials, saying the requested meeting and proposed resolutions are invalid and so cannot be held or tabled.
In a letter responding to the request from Lau King Yew, who holds a 45% stake in the company and was formerly its MD, OneTech, citing its board of directors who deliberated on his request and the proposed resolutions, said the salary and benefits in kind of its executive director Koh Kean Mum and MD Tan Yuh Pei do not require shareholders' approval as they are salaried executive/management with their respective employment contracts entered with the group's major subsidiary, ONE ERP Solutions Sdn Bhd.
Therefore, it said the proposed resolutions to adjust their salaries and benefits in kind to a limit of RM5,000 appear to be "not justifiable and not in necessity".
Likewise, OneTech said the resolution to appoint an independent auditor to re-audit the company's financial statements — for the financial year ended Dec 31, 2022 (FY2022) and its results for the six months ended June 30, 2023 — appeared to be "not justifiable", given that the statutory audit had been properly carried out by external auditors Crowe Malaysia PLT on its FY2022 financial statements with an unqualified opinion, and duly tabled and received by shareholders the company's annual general meeting in June.
"Therefore, it appears to be redundant and in no necessity to appoint another auditor to re-audit the company and the group," OneTech said.
As for the final resolution to appoint an internal control auditor to review the company's internal control policy for better governance, OneTech said the company already has an operational plan determined to engage an independent assurance provider to give the company an independent appraisal on the adequacy, efficiency and effectiveness of its system of internal control by FY2023 — subject to financial resources available.
In view of that, it said the final resolution is also "not in necessity and not required to be tabled in any general meeting for implementation, although the implementation for betterment of corporate governance always falls within the purview of the board", it added.
Lau's requisition for the EGM was received by OneTech on Wednesday, just four months after an out-of-court settlement to resolve a dispute between OneTech and Lau, who had been removed from its board of directors in September last year. The settlement included a payment of RM160,000 to Lau by One ERP Solutions Sdn Bhd, a company founded by Lau.