noble sect 249d very important points !!

I received my letter in the mail from Noble Investments Super fund who is calling the sect 249D Notice to remove The Chairmans son Eugene Ganke from the Board as well as Evelyn Goh , who both it would seem have no idea about Corporate Governance .

2nd jan 2013
Dear Shareholder of Southern Cross NL

Noble Investments Superannuation Fund Pty Ltd (Noble) has lodged with Southern Cross (SXX) a notice under Section 249D of the corporations Act requiring SXX to convene an EGM of shareholders to consider changing Directors.

Current Board of SXX is comprised of Boris Ganke, Eugene Ganke and Evelyn Goh. The section 249D notice seeks to remove Eugene Ganke and Evelyn Goh and replace them with Bruce Burrell and Alex Keach.

Noble together with other large shareholders, believe it is inappropriate for Eugene Ganke to be a director of the company as being the son of the Chairman, Boris Ganke he does not meet any reasonable test of independence as is required in a director of an ASX listed public company.

Evelyn Goh is considered to be inappropriate as a director of SXX because she is seriously conflicted due to her being a director and shareholder of Nadi Bay Beach Corporation Pty Ltd, the owner of the Fiji Real Estate asset which involves a large portion of SXX assets.
Ms Goh is technically unable to vote on any decision of SXX in relation to the fiji asset.

Mr Boris Ganke is also a director and shareholder of Nadi Bay Beach Corporation Pty Ltd and he too has a conflict of interest in respect to any decision SXX may make regarding the Fiji asset and is technically unable to vote on any such decision.

In oder to provide continuity of knowledge of the companies affairs the sect 249D notice does not call for the removal of Boris Ganke as a director, but he remains conflicted in respect to the Fiji asset.

Noble and other large shareholders believe that SXX is not managed appropriately,it has minor asset positions which are a constant drain on the companies cash and it holds an asset , namely the Fiji Asset ,which is inappropriate for SXX and creates considerable convict at the board Level.

The companies Batangas gold exploration asset in the Philippines appears to lack legal standing and consideration may have been prematurely paid to the vendors .

The proposed directors if elected, will bring financial control, corporate governance,deal making opportunities and attention to detail to the company and its activities.
In addition, the change at board level which is being sought will create a new level of interest in the company in the market place and will most likely result in an increased volume of investment opportunities being bought before the company.

We know that investment opportunities suitable for SXX are deliberately not offered to the company .

You will receive from SXX a notice of meeting and Proxy form.
Your support in approving the proposed board changes is requested.
You can support the changes by attending the meeting and voting in favour of the resolutions to remove Eugene Ganke and Evelyn Goh and to appoint Mr Burrell and Mr Keach, or post your proxy to vote in favour of those resolutions.

Proposed new Directors Mr Bruce Burrell is a director of Sunvest Corporation Ltd an ASX listed public company (SVS) which hold approx 14% of SXX. Bruce is also a director of Champans Ltd an ASX listed Investment company and LGO Longreach Oil an ASX listed oil explorer. He was recently appointed a non executive director of metal storm ltd (MST) which is seeking requotation on the ASX
Bruce is also the company secretary of ASX listed Buccaneer Energy (BCC) a USA based active oil and Gas exploration company.

He holds a Master of Business Administration degree and is a fellow of CPA Australia. Bruce specialises in financial management ,administration and corporate governance of ASX listed public companies.

Mr Alex Keach - was instrumental in raising funds for the company in its recent placement of shares. His clients hold approx 14% of SXX
Alex is managing director of a boutique stockbroking and corporate advisory business , Keach Securities and Investments Pty Ltd and is also a director of Specialist Micro Cap small cap fund, Scintilla Strategic Investments Ltd.

Alex has a wealth of experience in Asset procurement and development, company promotion through broker road shows and presentations, capital raisings, including placements and IPO s.

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