EKF Diagnostics AGM, Verici DX, Eleco Issues and Boku AGM

I attended the Annual General Meeting of EKF Diagnostics (EKF) today via Zoom. This was one of the better organised electronic format AGMs I have attended. To quote from the company’s web site: “EKF Diagnostics is a global medical manufacturer of point-of-care and central lab devices and chemistry reagents including hemoglobin tests, HbA1c tests, glucose and lactate tests. EKF also manufactures and distributes products associated with COVID-19 pandemic”.  The latter has enabled the company to generate very high revenue growth recently and the AGM statement said this also: “Strong trading continues into the second quarter 2021 and the Board is now confident that trading for the full year will be comfortably ahead of already upgraded management expectations”.

There were a few questions posed by the approximately 50 attendees to the AGM and as they gave the proxy vote figures I asked why they got 11% of votes against the approval of the accounts. Such a level of opposition is unusually high. The answer given was that this was because of a recommendation from a major proxy advisor with the added comment “It’s just stupidity”. This is not a very helpful kind of answer. Why exactly was there a recommendation to vote against? And why was it stupid?

Note that EKF holds interests in companies RenalytixAI (RENX) and Verici DX (VRCI) who are focused on renal disease, the latter on diagnosis of kidney transplant rejection. Both companies listed on AIM last year and have zero or minimal revenue. I recently read the prospectus (admission document) for VRCI. As a transplant patient myself, I have a strong interest in this subject but the company seems to be some way from developing a saleable product or service, i.e. fund raising seems to be for financing research. I won’t be investing in either company until the prospects are clearer. It is very clear that it is possible to list new companies on AIM at present that are not just early-stage ones but pure speculations, but that has probably always been the case. These companies might meet a strong demand for new diagnostic and treatment options for renal patients if they are successful but success is far from assured and large amounts of capital have been raised and expenditure incurred with no certainty of profitable revenue resulting. At least that’s my opinion but anyone who thinks otherwise is welcome to try and convince me.  

Another unhelpful response to a question I received today was from Eleco (ELCO). I have been a shareholder for some time in this construction software company. The company announced on the 26th of April that it had received a requisition notice that covered resolutions to reappoint two directors, that all directors stand for re-election at future AGMs and that the remuneration committee report be approved.

It was certainly unusual that such resolutions were not on the AGM agenda on the 6th of May and the above requisition was ignored (probably too late anyway). It is of course standard practice now for all directors of listed companies to stand for re-election, and a remuneration resolution is also normal at most AIM companies even if not legally required. The AGM was held in a format that discouraged questions also so I did not attend.

On the 14th May the company announced that the requisition notice had been rejected as it did not comply with the Companies Act and the company’s Articles, but gave no further information.

So I sent a question addressed to the Chairman, asking what was the reason for the requisition and exactly why was it rejected. The answer I received from advisor SECNewgate (not from the Chairman) was: “Thank you for your email regarding Eleco. It has been discussed with the Company’s NOMAD and lawyers and we do not believe we need to add any further detail other than that the requisition notice does not comply with the requirements of the Companies Act 2006 and is also contrary to the provisions of the Company’s Articles of Association”.

Hardly a helpful response. Why should the company avoid answering such simple questions? Will they continue to evade answering, which legally could be difficult at the next AGM? If they have one or more disgruntled shareholders who chose to submit the requisition why should not other shareholders know about their concerns? This is just bad corporate governance.

I also attended the Boku (BOKU) Annual General Meeting today. This was another Zoom event with about 10 attendees. The CEO gave a short presentation and the Chairman covered the issue that proxy advisor ISS had recommended voting against the remuneration resolution (there were some votes against). The ISS complaint was apparently that the LTIP was not solely performance based. The Chairman said they needed to match the more normal US remuneration structure, i.e. options based on length of service.

Several questions were posed by attendees after the end of the formal meeting and the CEO gave his usual fluent responses. I questioned the new focus on e-wallets. Surely there were lots of companies offering such wallets? How were they to compete? The answer apparently is by focusing.

Both of the on-line AGMs I attended today were useful events if rather brief and not nearly as good as a physical meeting. It’s also difficult to put in follow-up questions after initial responses. Let us hope we can revert to physical or hybrid meetings soon (hybrid ones will at least make it easier for those with travel difficulties to attend so I hope the electronic attendance option is retained).

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Is it Elecosoft or Eleco? And Electronic Meetings.

One company I hold is building software company Elecosoft (ELCO). I have just received the notice of the Annual General Meeting and one oddity is that they have a resolution on there to change the name of the company to Eleco.  But surely the company used to be named that but amended it when they changed to focus on the software side of the business. So why the reversion? No explanation is provided so far as I can  see.

Another confusion in the notice is that there is a proposed change to the Articles to permit electronic general meetings. That will be solely at the discretion of the Chairman but reading the detail it is not at all clear how electronic meetings are supposed to work. For example, they still include provision for a “show of hands” vote but how does one show one’s hand electronically?

As with many other companies, they are not permitting anyone but two people to attend the AGM. You may be able to attend electronically but no questions are possible. But they may be hosting an event later in the year where shareholders will be able to ask questions in person.

It would certainly be helpful to have clarity on the above issues, and as most companies are dispensing with physical meeting, at least temporarily, it would surely be a good idea for the FCA to lay down some regulations on how electronic meetings should operate rather than letting every company to make up their own.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

You can “follow” this blog by clicking on the bottom right in most browsers or by using the Contact page to send us a message requesting. You will then receive an email alerting you to new posts as they are added.

 

© Copyright. Disclaimer: Read the About page before relying on any information in this post.