KUALA LUMPUR: A group of minority shareholders of Tanjung Offshore Bhd has called on the directors of the company to resolve issues that have emerged from the findings of its Independent Committee (IC), after a three-month boardroom tussle appeared to be heading towards a resolution following announcements made on Monday. 

Michael Azizeu, representing the group of 23 minorities who call themselves Tanjung Offshore Minority Shareholders (TOMS), said the company’s directors should resolve the issues and “not to compromise for the sake of comprising”. 

“We hope the authorities will continue their pursuit and investigate beyond what information is available on the surface,” said Azizeu. 

The 23 minorities collectively hold more than 6% in Tanjung Offshore (fundamental: 1.85; valuation: 0.60). 

“I am sure they are doing this just to avoid the EGM [extraordinary general meeting],” he said, referring to the slew of announcements made on Monday, which included the redesignation of Tan Sri Tan Kean Soon as executive director from non-independent non-executive director previously.

Azizeu acknowledged the new appointments will bring about better transparency to the board, however, there is still a need to examine the two deals the company had entered into previously, over which questions have arisen. 

“We understand that forensic auditors have been appointed, perhaps under instruction from Bursa Malaysia, However, there are several issues highlighted by TOMS that may not be part of the IC findings,” he said.

“They never mentioned the scope of this special auditor. They need to be more forthcoming,” Azizeu told The Edge Financial Daily. 

Questions arising from past deals in the company have not been answered, he said, adding that the capabilities of the new board of directors have yet to be seen.

Azizeu had lodged a police report on March 12 on the irregularities in some of Tanjung Offshore’s deals including the acquisition of a Birmingham property in March last year.

Its third largest shareholder, Tan had called for the EGM to remove George William Warren Jr, Datuk Ab Wahab Ibrahim and Shahrizal Hisham from the board. 

However, the notice for the EGM was withdrawn on Monday, the same day Tan was redesignated as executive director. 

Tan replaced Muhammad Sabri Ab Ghani, who resigned on Monday for “personal reasons”. This was after the company uplifted the suspension of Tan and two other officers with immediate effect. 

Alongside Tan, Tanjung Offshore also appointed Datuk Mohd Hafarizam Harun as chairman and three new independent non-executive directors.

Warren, Ab Wahab and Shahrizal were members of the IC established by Tanjung Offshore’s board on Jan 8 this year. 

Warren resigned as independent non-executive director on Monday while the two others remained on the board. 

The IC, among others, was tasked to review some of Tanjung Offshore’s past deals and to engage professionals to perform an independent valuation if necessary. 

The findings of the IC, released on Jan 28 this year, pointed at possible conflicts of interest and breaches of fiduciary duty by Tan and Muhammad Sabri, and deficiencies in the approval process where group adviser Datuk Harzani Azmi was concerned, according to a statement by Tanjung Offshore. 

As a result, their executive and advisory roles were suspended on the same day.

The IC findings were submitted to Bursa, the Securities Commission Malaysia and the police in late January.

Meanwhile, Tanjung Offshore said in an announcement yesterday to Bursa that it has withdrawn a civil suit, filed on March 12, against Tan and five others. 

Newly-appointed chief executive officer Rahmandin Shamsudin told The Edge Financial Daily it would also drop a defamation suit filed earlier this month against Tan and several others.

“We have decided to call off the EGM and will seek to solve the issues arising from the IC findings,” he said.  

“We will work together moving forward and try to resolve any issues,” said Rahmandin. 

With the appointment of Ferrier Hodgson MH Sdn Bhd as the special auditor on Monday, Rahmandin said the review would shed light on the issues arising from the IC findings. 

Shares of Tanjung Offshore rose 6.25% or three sen to close at 51 sen yesterday, translating to a market capitalisation of RM191.4 million.

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This article first appeared in The Edge Financial Daily, on March 25, 2015.