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Cahya Mata deputy chairman claims board used ‘conflict-of-interest’ to avoid scrutiny

Datuk Seri Mahmud Abu Bekir Taib alleges his exclusion from key meetings undermined financial oversight

5:00 PM MYT

 

KUALA LUMPUR – East Malaysian conglomerate Cahya Mata Sarawak Berhad (CMSB) is facing a full-blown boardroom battle, with deputy group chairman Datuk Seri Mahmud Abu Bekir Taib accusing fellow directors of unlawfully blocking him from key board and committee meetings. 

The move comes despite a Court of Appeal ruling earlier this year that lifted an injunction against him.

In recent affidavits filed at the Sabah and Sarawak High Court which were sighted by Scoop, Mahmud claims the CMSB board pursued a deliberate campaign to marginalise him, citing conflict-of-interest grounds tied to ongoing lawsuits.

He argues that his exclusion is to prevent his scrutiny of the company’s financial affairs.

The defendants in the case include group managing director Datuk Seri Sulaiman Abdul Rahman Abdul Taib, group chairman and senior independent, non-Executive Director Tan Sri (Dr.) Mohd Zahidi Zainuddin, non-independent, non-executive director Umang Nangku Jabu, and independent, non-executive director Jeyabalan S.K. Parasingam.

Others named in the Mahmud’s lawsuit are, Datuk Maznah Abdul Jalil (independent, non-executive director), Tan Sri Syed Zainal Abidin Syed Mohamed Tahir (independent, non-executive director, Gee Siew Yoong (independent, non-executive director), Datuk Mat Hassan Esa (independent, non-executive director), Mohd Azman Sapri (independent, non-executive director), the company itself, and Wong Hiong Hie.

Mahmud, who has been a director since 1995 and Deputy Chairman since 2002, said he was instructed to recuse himself from the 328th Board Meeting on February 24, 2026, as well as from the Group Risk Committee and Nomination and Remuneration Committee meetings.

In his originating summons, he said that in February this year he attended a board meeting and requested access to minutes from meetings held between April 9, 2025 and January 1, 2026, to prepare for the next board session on February 4, 2026.

“I can inform myself of the management and affairs of Cahya Mata during the period I was injuncted from attending or participating in Cahya Mata’s Board meetings. Up until this date, the responsible officer of Cahya Mata has wrongfully refused to provide me with the minutes of the board meetings held during the said period,” Mahmud stated.

He added: “The continued refusal to provide me with the said minutes has severely prejudiced my ability to discharge my duties as a director and to safeguard my interests as a shareholder of Cahya Mata, particularly, in relation to decisions made during the period in which I was restrained from participation.”

Mahmud also claimed that he was obstructed from several meetings of Cahya Mata’s Board of Directors due to alleged conflict-of-interest.

He said this came despite being previously invited to attend a Board meeting on February 2, 2026 where matters relating to the Group’s financial affairs and financial matters relating to subsidiary Cahya Mata Phosphate Industries Sdn Bhd which were to be deliberated. 

Mahmud claimed that although his participation in the meeting on February 2 was expected, he was not asked to recuse himself and was also requested to vote on the deliberated matters.  

“However, shortly thereafter…I was excluded from subsequent meetings on the alleged basis of conflict of interest,” he claimed. 

“This inconsistent treatment demonstrates that the purported conflict was not genuine but invoked opportunistically to exclude me.”

Mahmud argued that the pending lawsuits were not listed on the agenda, making the conflict-of-interest claim unjustified.

“I was wrongfully excluded from participation… I verily believe that the reliance on the alleged conflict-of-interest in the absence of any agenda item relating to the pending actions is merely a pretext to exclude me,” he wrote in his supporting affidavit.

Court documents indicate the dispute dates back to February 2025, when Mahmud requested access to CMSB’s accounts and records of five subsidiaries. The board resisted, prompting him to file an originating summons to secure inspection rights. CMSB then filed a suit alleging breach of fiduciary duty and conspiracy.

In April 2025, CMSB obtained an injunction barring him from board meetings. The High Court subsequently lifted the injunction, and in January 2026 the Court of Appeal dismissed CMSB’s appeal. 

Nevertheless, Mahmud claims he continues to be blocked from meetings, with the board citing “conflict of interest” due to the pending lawsuits.

He further alleges that during his exclusion, decisions involving RM260 million in loans and budgets were approved without adequate oversight, contributing to a sharp decline in CMSB’s financial performance—from RM107 million in FY2024 to RM2 million in FY2025.

The case is set for mention at Sabah and Sarawak High Court in Kuching before Judicial Commissioner Zaleha Mohd Yusuf Pan on May 4, 2026.

He argues that the board’s insistence on treating him as conflicted was intended to shield such decisions from scrutiny.

“These actions were calculated to undermine my position and prevent me from questioning matters that directly affected the company’s financial standing,” he said.

He also claims he was removed from key committees without notice, as confirmed by Bursa Malaysia announcements, and denied access to minutes of meetings held while he was under injunction. He maintains that these actions constitute a denial of his statutory rights as a director and shareholder. — April 6, 2026

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