As spectacular shareholder stoushes go, EFTel's extraordinary general meeting held today had it all: disallowed proxies; a bitter family feud; disputed legal opinions; all topped with allegations of lies and dirty tricks.
As spectacular shareholder stoushes go, EFTel's extraordinary general meeting held today had it all: disallowed proxies; a bitter family feud; disputed legal opinions; all topped with allegations of lies and dirty tricks.
The meeting, which was called by the company's second largest shareholder, Mathew Bretherton, in a bid to oust the company's largest shareholder and CEO Simon Ehrenfeld from the board, degenerated into a bitter family feud between Simon Ehrenfeld and his older brother Daniel Ehrenfeld, who is the third largest shareholder.
The tone of the meeting was set when EFTel director Jurgen Steinert, who chaired the meeting, said in his opening remarks that the company had received legal advice that all proxies that had been lodged with Security Transfer Registrars, according to Mr Bretherton's instructions in the notice of meeting, were invalid and he was ruling that they be disregarded in any vote.
Mr Steinert then refused several requests from the floor during the meeting to reveal how many proxies had been ruled invalid and how these proxies had voted. After the motion to remove Simon Ehrenfeld was put to the vote and failed, Mr Steinert said that the disallowed proxies would not have changed the result and said he would allow supporters of Mr Bretherton to inspect the proxies.
Speaking for the motion before the vote, Daniel Ehrenfeld fired the first sibling salvo, saying he agreed with the concerns raised by Mr Bretherton in his notice of meeting and that in his six years as CEO Simon Ehrenfeld had failed to deliver to shareholders.
Referring to the disallowed proxies he said it was "disingenuous of the board to produce a stunt to protect Simon Ehrenfeld".
Daniel Ehrenfeld also questioned the independence of the board, claiming family links, either by birth or marriage, existed between all four current board members.
Simon Ehrenfeld told the meeting that he was glad his brother had finally spoken for himself and had stopped getting other people to "do his dirty work".
He accused his brother of "scurrilous, dishonest behaviour" and said shareholders should be in no doubt that the motion to remove him from the board had nothing to do with company performance or governance but was the result of a bitter and ongoing feud between him and his older brother.
Mr Bretherton said he was outraged that EFTel would deny shareholders the right to vote and that Simon Ehrenfeld failed to address the issues raised in the notice of meeting.
"Simon Ehrenfeld made a number of incorrect statements today in relation to why this meeting was called all highly personal and none related to the issues raised about poor governance, performance and transparency of the company," he said.
"We have a glaring example of why we need changes to the board of EFTel."
