The Old Van - Squabbles of the Board III

The management consultant meeting room, David and John were seated and waiting, someone walked in to the room, he had a quick look and his eyesight was rested at John briefly. David noted the message; the one walked in wanted a brief introduction from David to John and David did the introduction. David further explained to John that the consultant was his newly appointed consultant firm and he was assigned by their consultants firm to handle his case against his tussle with Sam.

Noticing the expression and there was lines of uneasiness from the consultant, John was somehow dictated something was amiss but he was unable to visualized what they were.  He always trusted his instincts, though it was not an omen and it was not a prediction of the future, something and sometime it was bound to happen and it would be there and it would definitely be there.

The consultant began to brief the situation of David and Sam by drawing a diagram on writing board attached the wall in front of David and John. He drew a diagram of the structure of the board of directors. There are four members of the board, David and his team member plus Sam and his team member.  He briefed “The board has four members and Sam has three votes, his own vote, his team member vote and his chairmanship extra one vote” David wanted to stop him and clarify the issue of chairmanship but he was signaled by the consultant until he had his full briefing. David kept silence and listening.

The consultant continued “I have requested from the company secretary and the documents are now with me, one of the director’s resolutions, it is indicated that there are three signatures present to approve the election of board of directors’ chairmanship” David once again, showing his gesture, indicating he was trying to interrupt and post a question.  It was once again signaled by the consultant, he was not ready to take any question until he finished his full briefings. 

John peeked at David and he was wondering.  David was purpled reddish his face but he was in controlled mood.  It was not David’s usual temperament; he understood David that he was in purpled reddish face because his team member switched camp and betrayed him. He could controlled himself and maintain calm. It was a bit outstanding.  John then, he had a second thought and realized. It was most probably that he had full trust with the consultant. He believed, it was the main reason to have David’s calm reaction

The other directors’ resolution as it was briefed by the consultant.  It gave power for the director to conduct the company annual general meeting and it was approved to replace David as the company Director. The consultant faced to David but ignored John and John was somehow having a feeling the consultant was avoiding him and treating him as non-existence. The consultant said “David, Mr. Sam is apparently in control of the board of directors, all those documents are legal instruments and it is not much we could do”

David asked “I am appointed as the company chairman, how could he be appointed as chairman? Don’t you think it is double? The consultant explained “I have run through all those directors’ resolutions and there is no such appointment as being chairman of board of directors.  In fact, before Mr. Sam appointed as chair of the board, it was left vacant of the post” However, he confirmed “There is document to appoint you as chairman of the company” David was curious “I am chairman of the company but not chairman of the board?” The consultant smiled and said “David, you are chairman of the company, it could mean, it is only a position of the management or it is chairman of the shareholders meetings.  It is quite a contrary to being as chairman of the board”

David looked at John and he nodded to indicate the consultant was right about the legal procedures of the Company Act. David looked exhausted and John believed it was rather a psychologically tiredness. David faced to the consultant and protested again “I am a major shareholder, I hold about 80% of the company shares and Sam only holds about ten % and there is nothing I could do? This is really ridiculers!!” The consultant peeked at John and answered “In a way, David, we are really having not much options in our hands and I do feel weird being in the position as major Shareholders but not much we could do”

John was wondering for being wanted by David to attend such a meeting, he was very confident the way he observed that David had a full trust towards the consultant.  Did David want him to accompany David for references? Or it was rather to assist David and the consultant to fight against Sam. It was now very clear; there was no help from the consultant to assist David’s war with Sam.  John made a decision that since he was here; it must as well just only to do his best to discharge his duties; after all it was a war between the directors.

John posted two questions to the consultant “Do we have the option to request a extra ordinary shareholders meeting? And being as major shareholder, don’t you think, it is quite easy to take off Sam and his team as directors? Secondly, it is rather unusual, Why David being as major shareholder and he was not notify to attend the annual shareholders meeting”, It was John’s tact of not wanting to have enemy but friend. The first question posted, he believed the consultant would feel embarrassed. The second question, it was to relieve him from embarrassment.

The consultant avoided to answer John directly but answered to David “David, according to the documents with me, there are notices sent to you but you have not responded.  The annual general shareholders meeting was conducted in your absence” David protested again “I did not receive any notices!”  The consultant “It is weird, they have sent to your home address twice” David “Home address? You mean my hometown?” The consultant “Yes, it was” David “I have told Sam million times, I  have to travel all the time and hardly stay put at my hometown more than one week in a year!!” The consultant “I see, it is the problem, it is the last record of your correspondence address”

The consultant added “The part of holding the shareholders extra ordinary meeting. Yes, it is the good option we could proceed, I wonder how on earth, I could miss such an option. David, I will consult my superior and I will call you for a meeting once it is sorted out”

Next Topic: The Old Van - Squabbles of the Board IV

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The Old Van - Squabbles of the Board II

Early in the morning, no one was in the office, John was there, and somehow or rather he had bad feelings.  He used to trust his instincts, it was not scientific but at times he was able to rely on it and solved some of his personal woes, especially the psychology aspects.  The strong feelings He had this morning, it came from nowhere, no indication, it was just emerged.  Morning walked out from his house, it was non, no particularly incidence and it was a normal and routine morning. It was highly unusual but he managed to gather pieces by deductions of the impossible and possible. Finally it rested on the high probability of the squabbles of the board. It was pointed towards the likely hood of the D-day; the D-day of the board to dissolve.

The second person arrived, he was David and he wanted John to go to his room.  David finally broke the news that he and Sam were having a war to control the board of directors.  David “John, get me good company secretary” He paused and continued “Someone you could trust. Best it’s your personal friends” John hesitated and said “David, I thought we do have our company secretary?”   David was in distasted mood “My foot, that secretary is bitch of Sam”

The company secretary, it was one of Sam’s consultancy firms. Sam had consultancy firms for accounting services, tax consultancy, secretary services beside he was holding a number of directorships of public listed or private companies.  John named a number of international establishments of consultancies to David and said “David, I am sorry, none of my friends were attached to these establishments” David “It’s ok, I believe they could serve me fine, one of them is originated from my hometown, I will call them personally”

John started his daily routine jobs after he left David’s room, it was hours passed and John was so focused on his jobs until he hardly noticed the time was flying. It was until he was distracted by two of his female colleagues to whom they walked into his room and closed the door behind them, the accountant and David’s Secretary.  John smiled and said with cheeky voice “Warmly Welcome, beautiful ladies, I am so glory to have both of you to be presence in my room” The Secretary had a quick stared at him and the accountant make face to John. The accountant wasted no time and asked “John, please don’t go round the bush, tell us the truth. Are the company is closing down?”

John looked at them, withdrawing his cheeky smile and moved his eyesight elsewhere, by such an action, it was indicating, John was putting himself into deep thoughts.  Both the female colleagues were kept silent and waiting.  John was pretty confident, the way it was going; the board would eventually not function and dissolved. He recalled, he was summoned by Sam to his room a few days earlier. John had touched on the subject to Sam about the board may not be function properly. It could then; the tussle between him and David, it would lead the way to dissolution of those companies under Sam and David. It was then; John dictated that Sam was very firm about his stand.  He was preferred to close down all companies under David and him.

John was able to appreciate the actions of Sam.  The LCs acquired by teams of David marketing personals. He trapped 50% of profits in other countries and it was discovered by Sam. The explanation by David, the 50% of profits was required to fund marketing offices and operations of other countries. Sam’s argument, it was not necessary to go up to 50% of profits margin and his ideas of 10% of profit margin was more than enough. Most of all, being as business partner, Sam was accusing David for not sincere enough by not disclosing until Sam had to acquired the facts by other source.

The issues of trapping 50% of profits, it was resolved then by passed on some of the profit to Sam by David after it was came to the knowledge of Sam.  John was came to the understanding, Sam was unhappy and he was holding the ideas of not fully benefited from the trapping of profits elsewhere as he had no knowledge of the details of all master LCs. John was unable to appreciate David’s actions as he was not willing to provide details of all master LCs. David did provide reasons and argued that he needed more than 10% for the operations of the foreign countries offices. However, John was agreed with Sam, 10% was more than enough. John did not bring out his point of views as he was not one of partners.  He was also not invited to join in the negotiations table between the business partners.

Business, it was meant and it would meant in the future as well, busy and always busy, busy in the sense of profit maximization in terms of professional views, busy in the sense of getting properly rewards for personal gains as per layman, busy in the sense of getting gains by hooks or by crooks by someone who cared only personal gains, law or no law, it was not their concerns.  John was drifted far apart until he was interrupted by the Secretary “Hey, wake up John, are we not charm and sweet enough for you until you have to go elsewhere?”

Looking at the two ladies, John needed to make a quick decision. Whether, it was to let them know his prediction that the companies would eventually close down, but then it was just only his prediction. The two ladies were having a good rewards and fairly comfortable working conditions over here.  The board Squabbles might end up in resolving all problems and function well, the companies would then have a highly bright future. John was having a firm belief; the companies would definitely deliver her goal of golden success.

John “Well, it is hardly anything I can tell” finishing his remarks, he turned to the Secretary “You should have know better than me, you are David’s Secretary!” The Secretary stared at John again and this time her eyelids were widely opened with sharp eyesight “John! Speak it up!” John avoided her eyesight and said “Ok, ok” He continued “If I tell you all, you all are right but then eventually, the companies are going stronger, I would not want to take the blame from you two” The accountant “tell us the percentage of likelihood to close down!” John made another decision and said “There are some problems among the directors and you know who they are.  I do believe, the problems would solve at the end of the day.  So don’t worry”

The Accountant said “Are you sure?” She repeated “Are you sure, sure?” she further added “very, very sure” The Secretary “Please, John gives us a comfortable answer; it would gives us time for a new job” John’s cheeky smile came back “Need not worry your future, John is always here” He adjusted his sitting position, obviously he was trying to show his best view to both the ladies “I will take care both of you, be my second and third wives, ok!” The secretary stood up and signaled the accountant to walk out along with her, at the door way, she said “John, wishing you to have a good night sleep and have a beautiful of having four wives dream!” The Secretary recognized John’s cheeky smile, it was an indication of getting no way and no matter how hard they would try.

Next Topic: The Old Van - Squabbles of the Board III



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Please click the "Blog Archive “at the right side of this blog for more readings. Click the Online Hypermarket,  Discounted Hypermarket and  RingAcall Hypermarket for more products and services.

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