A majority of the IHH board supported its $1.1 billion acquisition of Fortis HealthcareNSE -0.15 %, but it was not a unanimous decision. One member thought it was too risky and voted against the proposal, according to an exchange filing by IHH in Malaysia.
Rossana Annizah Binti Ahmad Rashid, an independent non-executive director on the 11-member board, made her dissent official in the meeting that approved the deal. Her view is important as she’s also chairman of the audit and risk management committee and a member of the nomination and remuneration committee of the board.
She “was not comfortable with the structure of the proposals after taking into consideration the risk factors related to the proposals and the qualified opinion issued by Fortis’ external auditors, Deloitte Haskins and Sells LLP, in the audited financial statements of Fortis for the year ended March 31,” which were released on July 7, according to the filing.
The board evaluated various factors to ensure a fair decision, said an IHH spokesperson. “One director concluded with a differing viewpoint,” the person said. “The final decision was taken by majority, as per regulations, and the dissent was taken on record. As we understand, there is no connection between the view taken by an individual director of IHH and the forthcoming EGM (extraordinary general meeting) of Fortis as referred to by you.” Shareholders of Fortis are to vote on the transaction on August 13.
Source: Economic Times