I attended the SPH EGM today. I had registered a few days ago and received a confirmation email yesterday saying my registration had been verified, with my login credentials provided. I was supposed to click on the login url link and use my email address to get the login link. I started trying to get in just before 2 pm – the meeting was scheduled for 2.30 pm. I received a confirmation that the login link will be sent to my email address and to check my junk email. I waited and received no email. I tried again and nothing. After several attempts, I emailed the email address given to seek help at 2.16 pm. Finally, after 4 to 5 attempts at getting the login link, I got it at 2.44 pm and at 2.45 pm, got another email from the event support (which presumably was a response to my request for assistance). I do not know if the problem was with my email system or the system of the service provider supporting the EGM. I did not subscribe for the print edition so I did not think it would be so slow.

The problem with the virtual format is that while we can submit questions by chat, there is a very restrictive word limit. So it’s not possible to have anything like a normal conversation like you can at a physical AGM. You can’t give some background context before asking a question. And you cannot see what others are asking.

One of my questions was the first to be answered – but my question as to whether restructuring the board and management would have helped the media business do better was not answered. This question was also not answered when I submitted the list of questions before the EGM. Are shareholders not entitled to question the board and management competencies? Why did the board choose to ignore this question? Is it because it was not deemed relevant to the resolutions which were about the restructuring and changes to the constitution? I would have thought restructuring a board or management is an alternative to restructuring the entire company.

It was quite clear to me that the board could not maximise shareholder value because it felt the need to consider the interests of other stakeholders. So, euphemisms about considering various options through a strategic review, unlocking shareholder value or maximising shareholder value are not really true in that there is only one box and one key. Continue business, cannot. Close business, also cannot. Sell business, also cannot.

I have absolutely no issue with directors considering broader stakeholder interests – I do not believe they should blindly focus on maximising shareholder value. However, the question is whether the right balance has been struck between what SPH shareholders should bear and what the taxpayers should bear if continuing with SPH Media is deemed to be in the public interest and the interests of other stakeholders.

While management said that it has evaluated the financial implications of closing the media business, I did not go away convinced that there was a robust analysis, presumably because closing the business was not an option.

To be fair, the chairman and CEO answered quite a lot of questions as best as they could, and some were not easy questions.

Based on the voting results, there was overwhelming support for the resolutions, with 97.55% voting in support of the first resolution and 97.46% voting in support of the second resolution. With the two proxy advisory firms, ISS and Glass Lewis, both supporting the resolutions, I guess the outcome is not surprising (although I have not seen any detailed report on the basis for their recommendations).

What is very disappointing is that for such an important EGM, only 23% of the total outstanding shares were voted.  I believe the virtual format and the lack of live voting would have affected shareholder participation but we really need to look into how to get more shareholders to exercise their voting rights.

Unrelated to the meeting, I was asked how many shares I hold and for how long. Actually, I only bought 500 shares after the restructuring was announced so that I can participate at the EGMs and ask questions. I do that for some companies if I believe there are important issues to be raised. It is part of what I do as an advocate for good governance.

SPH is not a company I would have considered as a serious long-term investment. Apart from the 5% shareholding limit, the management shares have 200 votes each. Their  beneficial interest in the company is just 1% but they control 67% of the voting rights, including controlling the appointment of the directors and key management. Why would I want to invest in a company where those who have such a small economic interest control the most important decision regarding who govern and manage the company?

The silver lining is that this extreme governance structure will disappear from SPH, which will likely then be privatised by Keppel Corporation. I do not think it should have listed in the first place with such a governance structure.