 28/12/2009: SFS: SGM on the 12/2 for the approval of a special resolution with regards to the transference of the shares to the Alternative Market [SFS]
Subject: Calling of Special General Meeting for the approval of a special resolution with regards to the transference of the shares of SFS Group Public Company Limited to the Alternative Market of the CSE
The Board of Directors (the “BoD”) of SFS Group Public Company Limited (the “Company”), decided today, that a Special General Meeting of the shareholders of the Company be called for Friday, February 12th, 2010 at 4.30 p.m. at the registered offices of the Company, at 6, Theotoki street, Ayios Antonios, Nicosia, and to propose for approval a special resolution for the transference of the shares of the Company from the Main Market for trading of the Cyprus Stock Exchange (the “CSE”) to the Alternative Market and, consequently, for the Company to cease to enforce the Corporate Governance Code (the “CGC”).
In deciding the above, the BoD of the Company took the following into account:
i. The shares of the Company are being traded on the Main Market of the CSE, in relation to which, the application of the CGC as a whole by the Company is compulsory, while the same does not hold in the case of the Alternative Market of the CSE.
ii. The new CGC of the CSE which shall come into effect from January 2010, provides that, in case of a listed parent company belonging to a group of companies and enforcing the provisions of CGC, its subsidiaries must also enforce the CGC as a whole. Alternatively, the parent company, by way of central committees for Nominations, Remunerations and Audit, must monitor the enforcement of the CGC through internal procedures of the subsidiaries.
iii. The SFS Group of companies counts approximately 100 companies, each with its own board of directors. The range of activities of these companies is especially wide, as, amongst them, there exist real estate companies, commercial and shipping companies, while, some others, from time to time, remain inactive.
iv. Having the above in mind, the enforcement of the CGC by all the companies of SFS Group or the central monitoring of its enforcement in relation to the companies of the Group proves extremely costly and, realistically, impossible to achieve.
For the avoidance of any doubt, the BoD decided that, provided that the transference of the shares of the Company from the Main Market of the CSE to the Alternative Market materializes, for the year 2010 the Board of Directors of the Company and the committees of Nominations, Remunerations and Audit which will continue to exist, will continue to follow in principle, as internal procedures and policies, the procedures and policies followed in 2009 and, similarly, shall continue the application of the relevant policies for the nomination, remuneration, employment of directors and audit.
Furthermore, the Company shall inform the investing public, on an annual basis, and at any other time this may be deemed expedient, with respect to the internal governance rules which, at the time, shall regulate the operation of the Company, as these shall be determined by the Board of Directors from time to time.
Finally, it is noted that, the Company shall continue to include in its Annual Report, a corporate governance report, in accordance with the provisions of the relevant Directive of the Cyprus Securities and Exchange Commission with regards to the content of the annual economical report.
The special resolution and the explanatory circular shall be sent in time to the shareholders of the Company, according to the law.
|