Monday, October 10, 2011

Blue Diamonds AGM sparks over Board appointments

Resolutions seeking reappointment of two retiring directors not passed; two new Directors rejected; four nominees of 7.6% owning BAT go through

There was spark at the 21st Annual General Meeting of Blue Diamond Jewellery Worldwide last week with regard to the election and appointment of Directors to the Board.

Ananda Wehalle and Mairus Fernando, who retire as per Articles of the company, were up for re-election but weren’t voted in.

Wehalle (B.Sc, F.C.A, F.C.M.A), a senior financial services professional, was appointed to Blue Board in November last year, whilst Fernando, who is a Director at Lanka Diamond Polishing Ltd., was first appointed in June 2011. Resolutions of the Board on two other recent appointments to the Board weren’t carried either.

They were M.B.K. Sataharasinghe, the CEO and Managing Director of People’s Realty Ltd., and international management, tax and legal consultant and Secretary ICASL M. Thiyaharaja.

The reappointment of KPMG Ford Rhodes, Thornton and Company as Auditors was also carried.

Apart from these developments, AGM of Blue saw resolutions on the appointment of four nominees from major shareholder British American Technologies (BAT) carried. The four nominees of BAT which owns around 7.6% (as September 2011 down from 10% stake originally) were W.A.D.V. Pereram, K.L. Dias, W. Ravishankar and W.W.M.R.K.W. Della. Originally five were nominated, with the other person being Shereen Dushyanthi Samarasekera.

Prior to the AGM, at an EGM on 15 September the original proposal by BAT to appoint five new directors to the Board of Blue was rejected by shareholders on the grounds it did not comply with Section 203 of the Companies Act No. 7 of 2007. This section required the directors to give their consent in the prescribed form, but this had not been done, company officials said. This was subsequently complied with ahead of the AGM.

Last week Blue upgraded three Executive Directors to the post of Joint Managing Directors. They are K.V.D.D.A. Dias as a joint Managing Director Production, M.M.N. Priyantha as joint Managing Director Research and Development and W.K. Galagoda as the joint Managing Director Finance. This is in addition to Bandula Ranaweera being the Chairman/Managing Director and Executive Director Godfrey de Kretser being promoted as Deputy Chairman. On 27 September Blue announced the appointment of Krishanthi Niyomie Gunawansa to the Board with effect from 8 October. Gunawansa is Manager Investments at People’s Realty Ltd and Director of Ceylinco Selna Ltd. and Selna Residencies. SLIC, which previously owned a 13% stake in Blue Diamond, doesn’t sit on the Board.  As at September 2011, the stake had been reduced to 10.5%. Ceylinco Insurance owns 5% whilst overall public holding is 89%.

Blue has 13,377 voting shareholders, of which 10,141 are those categorised as owning less than 1,000 shares and 1,995 owning between 1,001 and 5,000 shares. As of last week the Board of Directors of Blue Diamond comprised Bandula Ranaweera (Chairman/Managing Director), Godfrey de Kretser (Deputy Chairman), K.V.D.D.A. Dias (Joint Managing Director/Production), M.M.N. Priyantha (Joint Managing Director/Research & Development), W.K. Galagoda (Joint Managing Director/Finance), A.R. Gunawardena, A.D. Jegasothy, S.R. Wijesinghe, W.A.D.V. Perera, K.L. Dias, W. Ravishankar and W.W.M.R.K.W.B. Della.

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