A surprise pre-Christmas bonus

2 December 2011

Sarah Wilson

EU regulation

Holders of common shares in Millicom International Cellular are in line for a surprise pre-Christmas bonus, to the tune of $3 per share. Shareholders at Millicom’s EGM, convened specifically for the purpose, today voted in favour of the special dividend proposed.

Why is this likely to be a surprise? Well that’s because very few institutional shareholders will have had a right to vote at the meeting made available to them by the current voting system.

The meeting appears not to have been ‘processed’ by key intermediaries in the voting chain, thereby disenfranchising vast numbers of shareholders, even where the end shareholders and intermediaries had been made aware of the meeting by Manifest. As far as we have been told by one intermediary, we were in fact the only source of information they'd been given about there being a right to vote at the meeting for common shareholders.

Why, you may ask? The counterparties we're required to use claim that, despite fulfilling all of the regulatory announcement requirements for announcing the meeting and notifying shareholders, it was Millicom's fault. They committed the heinous crime of not hiring a company to specifically send the meeting notice to key intermediaries in the process, including a Central Securities Depositary (CSD) and a custody voting service provider.

It’s a good job this meeting wasn’t highly contentious or subject to a quorum requirement, otherwise such high levels of disenfranchisement could have had a devastating effect on the conduct of meeting business, although we would anticipate that for such a meeting the company may well have hired a proxy solicitor. But the question remains, what might the dividend have been if Millicom had spent more money going above and beyond reasonable regulatory requirements simply to satisfy the demands (and pockets) of the oligarchs of the system?

This again highlights how unfit for purpose the current voting system is, and the importance for investors to push hard to exercise their own choice of vote processing so they can at least select something that IS fit for purpose and accountable to them.

As the saying goes, “If it ain’t broke, don’t fix it”. But when it’s as 'broke' as this, just trying to fix it just doesn’t cut the mustard.

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