Questions to the members of the board – AGM – 23 May

Find below our questions sent to the members of the board at the AGM on 23 May.

  • Question 1

As per company ordinance, any shareholder attending a General Meeting can seek information pertinent to the subject matter of the resolution before the resolution is put to a vote, to enable him to decide how to vote. Shouldn’t the debate on the present topics be done with the questions from the audience before nominating any new Director or voting budget?

  • Question 2

You have taken a commitment of 7 Million of consulting with Turenne consulting. Is it a binding commitment imposed to the next Board members?

Was Turenne selected under a proper FIS procurement process? and follows HK laws? Was Turenne compared to other competitors? And has some experience working for our size of school?

Don’t you think that these kind of mistake does not show how you are going to manage such big project without external costly consultants while you were complaining about AEFE costs?

  • Question 3

Are Board members or ex-Board members going to be in the transition team or in the administration positions to be freed by AEFE staff as of Sept 2020?

How do we have the guarantee there is no conflict of interest while you have employed some parents and their company in preparing the consultation and campaign?

  • Question 4

The Board has spent more than 600,000 HKD of FIS money to hire consultants while it was not in the budget, so the FIS staff had to make savings on the school expenses. If the Board has full power to decide to spend our money, without following EDB guidelines (Up to 50K without written quote), I am asking the Board why they gave us underestimated cost of the Webinar (64K in Q&A Webinar 1) while the real figures are 171K?

  • Question 5

In your presentation pack to parents, there is no 5-years budget while it is requested by the by-laws? The only budget provided is the one for 2019-2020 when the FIS is still under convention with AEFE. There is no budget for the 1st year of partnership (2020-2021) and beyond where we can see evolution of school fees in 1st year of partnership and in normal budget run. Why we cannot have a visibility of how the school fees will evolve for both streams?

  • Question 6

What is your method qualifying that transition is at iso-cost since your educational costs increase by 6.4% and your pedagogical costs increase by 4%. We saw the Turenne support fees, but did not see the other transition fees (recruitment fees, higher salary…), can you let us know where you put these costs in the budget?

  • Question 7

You said that the transition fees will not impact the school fees but will be taken on the FIS capital & debentures. What is the current reserve ratio of the FIS? What will be your policy to recover the FIS capital? and for future debentures and how it is going to impact us?

  • Question 8

In your meeting with PR on 19 January 2019, you mentioned that you have identified someone to be a temporary headmaster during the transition and mentioned afterwards the example of Mr. Gabet headmaster of CFBL who worked with Turenne in the transition to partnership for CFBL. This same person came to HK with some travel cost of 61K, met some people from the school administration, but we do not know the reason of his venue. Can you tell us the content of his letter of engagement, the findings of his mission report and provide us explanation on the level of expenses for him?  

  • Question 9

What do you answer to parents who get to know that about 35 teachers and 8 staff administration of the school may leave while under partnership? It would be the highest level of departure in history of FIS while we are paying resident teachers cheaper than local teachers, so how are you going to manage such level of recruitments?

Since most of the resident teachers at in the exam class, don’t you think this will create unexpected and unnecessary turbulences for the children’s passing exam?

  • Question 10

What are the control mechanisms & code of conduct you have to put in place in order to avoid situation where the Board can denigrate a group of parents publicly with FIS means and a Board director send a message only to International Stream to ask them to choose his preferred solution?

  • Question 11

The KPMG audit of 2017 (page 4), stated that a main risk for the FIS is the change of relationship with the AEFE. Why this has been removed from 2018 one? Did the conditions changed between 2017 and 2018?

  • Question 12

You did not follow the By-laws and interviewed the candidates to Board’s vacant position in order to do a proper due diligence? And modified the list of candidates to Director and PR after the deadline of 17 May 2019? How come you do not know these rules as Board members?

  • Question 13

The Board and its bureau are not following the By-Laws regarding its composition. How come you have not noticed that you have been in breach of the law?

  • Question 14

I understand that the staff under the authority of the Board has a much higher resignation / turnover rate (70 departures for past 18 months) than the AEFE staff’s one. If we put the entire staff under the Board’s authority, won’t we have a higher risk of turnover?

  • Question 15

Within the current board, we have 3 people have close working relationship to LVMH

  • Nicolas Morineaux being the CFO and COO servicing Clement Brunet Moret who is leading the Rimowa brand in Asia
  • And, Goran Kuna, husband of the Regional head of HR at LVMH

I am wondering whether they have declared this conflict of interest (and to which independent authority)?

Hearing that LVMH decided to execute the votes (63 corporate debentures) attached to the corporate debentures of their employees, is this correct? If yes, did the Regional Head of HR of LVMH (spouse of Mr Goran Kuna) play any role in this vote?

Which procedures did you implement to ensure proper conflict of interest management? and how this is managed during the General Meeting’s vote?

Are we having the same issue with actual candidates?

  • Question 16

Some parents asked for details of the vote by streams, by primary/secondary level but did not get any answer. Who decided that this information is confidential? and Why?

  • Question 17

For candidates, how long have you been in HK and are you staying for the duration of your Board application?

  • Question 18

Did you stop the work in the building at the entrance of BPR deemed to welcome Administrative staff on Easter? Are you still doing additional renovation and for which purpose?

Best regards,

Clotilde Chum, Alexandre Dufresne de Saint Leon, Samuel Faveur , Frédéric Lainé & Emmanuel Marchand

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