The Mad Hatter

Protasco Bhd. Chairman and MACC Chairman of OEP Tan Sri Hadenan Abdul Jalil

Protasco Chairman Tan Sri Hadenan A. Jalil who is also MACC Chairman for the Operation Evaluation Panel would have a further hard time especially from the perspective of upholding integrity in the boardroom tussle between Tey and Ooi versus Chong.

The shareholders agreement between Dato’ Sri Ir. Chong Ket Peng and Larry Tey Por Yee, was inked on 3 November 2012, which was supposed to pave Tey’s entry into Protasco. In return, Tey was supposed to bring an oil and gas concession for a brownfield near Acheh.

In the shareholders agreement, even profit guarantee was incorporated.

That was Protasco Bhd’s diversification into another business track, on top of construction, property development, asset management and maintenance and education.

PT Anglo Slavic Indonesia, which Protasco Bhd. owns 63% holding and management control is reflected in the listed co's 2013 Annual Report

PT Anglo Slavic Indonesia, which Protasco Bhd. owns 63% holding and management control is reflected in the listed co’s 2013 Annual Report

Ir. Chong was said to be frantically looking for investors and supposedly partners, at the time trying to gain control of Protasco Bhd. It was said it had something to do with the exit of Dato’ Mohd. Ibrahim Mohd. Nor. from the listed company and Ir. Chong’s option was expiring within a few weeks time.

It was said that Ir. Chong, who was a career JKR engineer turned into a senior management and eventually able to arrange the substantial holding of Protasco Bhd., where he was made the Executive Deputy Chairmn and Group Managing Director.

Even without the boardroom tussle which escalated from end of September, Hadenan being the former Auditor General and MACC Chairman for EOP should have had some degree of curiosity how is a retired civil servant and a paid employee for so long is able to raise monies and finance 20% holding of a RM600 million market capitalisation group.

Dato' Ibrahim Mohd. Nor receiving a souvenir from Dato' Sri Ir. Chong Ket Peng at Protasco's annual dinner November 2013

Dato’ Ibrahim Mohd. Nor receiving a souvenir from Dato’ Sri Ir. Chong Ket Peng at Protasco’s annual dinner November 2013

Instead, Hadenan demonstrated his impartiality when he took side with Ir. Chong who reacted upon Tey’s and Ooi’s move as shareholders to remove the Group Managing Director from BoD of Protasco.

Tey and Ooi written to Hadenan for their move as shareholders to remove Ir. Chong in an EGM which they called for 28 November 2014.

It was regard about alleged Ir. Chong’s misconduct and unbecoming as an MD in fulfilling the agreement with PT Anglo Slavic Indonesia. Also, there is a further allegations about Ir. Chong and some of the senior management benefitting from proceeds amounting to RM10 million as inducement for some of the layered transaction.

Some of the BoD of Protasco Bhd; Tan Sri Hadenan A Jalil, Dato' Ir. Chong Ket Peng, Dato' Ibrahim Mohd. Noor and Larry Tey

Some of the key personalities amongst the BoD members with substantial shareholdings within Protasco Bhd; Tan Sri Hadenan A Jalil, Dato’ Ir. Chong Ket Peng, Dato’ Ibrahim Mohd. Nor and Larry Tey

Ooi also made a report against Ir. Chong and filed it with MACC Putrajaya on 29 October. It is assumed that Hadenan was informed about this, since MACC officers should be aware that he sits in the listed company as the Chairman.

Yet Hadenan chaired the BoD meeting on 31 October which instead went along with the management’s call for EGM on 26 November which intended to remove Tey and Ooi from the board. The complaint made to MACC was ignored.

Hadenan as the Chairman of BoD may want to pay a little more attention that Ir. Kenny Chong Ther Nen, who is Ir. Chong the elder’s son and he is also the MD for infrastructure and property development arm of the group. It was Kenny Chong who was responsible for the technical due diligence of the Indonesian oil and gas land deal.

Father and Son: Ir. Kenny Chong Ther Nen (left) and Dato’ Sri Ir. Chong Ket Peng (centre)

Adding insult to injury, the deal that Ir. Chong inked with Tey dated 3 November and the initial acquisition of PT Anglo Slavic Indonesia for the oil and gas concession in Acheh was not brought into proper BoD meeting.

Only a circular resolution was passed and subsequently, an announcement made to Bursa Malaysia.

Probably a deal that huge should be deliberated properly in a proper BoD meeting and eventually an EGM called to get the shareholders’ mandate. Also, for the supplementary agreement dated 28 June 2013. However, there weren’t.

The consequence from these decisions would place the whole deal in the bigger scheme of things and now in hindsight it would seemed that Hadenan failed to do as Chairman of Protasco, for probably several reasons.

Father and Son

As more information surfaced about this boardroom tussle where Ir. Chong instituted to sue Tey as a shareholder for the Indonesian oil and gas land deal and there are several serious allegations against Ir. Chong for abusing power, CBT and getting kickbacks, it becomes more complicated.

Needless to mention, new developments made the matter becomes more dodgy and many non-halal corporate governance moves and hidden agendas.

So far Hadenan’s move could be construed as insult against the integrity that he should be upholding in the several esteemed position and role that he is holding and fulfilling. Proven, it would be serious dent in Malaysia’s corporate governance.

Published in: on November 16, 2014 at 23:59  Comments (180)