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Critical Jardine Matheson AGM to be held in Bermuda today -- Shareholders to

Control of the conglomerate Jardines which includes Jardine Matheson and Jardine Strategic could be decided today by shareholders at an annual general meeting in Hamilton.

The company has been held by the Scottish-linked Keswick family for 125 years, but at today's meeting shareholders will decide on whether to weaken the family's control.

Jardines, whose businesses range from luxury hotels to grocery stores, is one of Hong Kong's oldest and most famous trading houses that originally made its money from opium.

The move comes after the US based investment fund management firm Brandes Investment Partners who have acquired eight percent of Jardine Matheson and two percent of Jardine Strategic have become increasingly disappointed with the performance of the two companies.

San Diego-based Brandes say they oppose a cross-shareholding arrangement which allows the Keswicks and their allies to appoint most directors on the boards of its companies.

The practice makes takeover bids almost impossible.

According to Brent Woods, a spokesman for Brandes, the arrangement: "Creates conflicts of interest in the management of the organisations, higher costs and lower liquidity in share trading''.

But Jardines has defended the cross shareholding agreement saying it creates a stable environment.

Jardine Matheson owns 62 percent of Jardine Strategic, while Jardine Strategic owns 40 percent of Jardine Matheson.

Each company controls a majority of directors on the other's board.

The structure, more than a decade old, has protected the group from a hostile takeover, but many analysts say it has been a drag on the share prices of the two companies and affiliated firms they control, including Hongkong Land holdings, Dairy Farm International Holdings and Mandarin Oriental International.

Backed by Mark Mobius of Templeton Investments, Brandes tomorrow hopes to boost the share price by forcing Jardine Matheson to absorb Jardine Strategic and to force some of the Keswicks' allies off the boards.

In a letter to shareholders before the meetings, Henry Keswick, chairman, said: "We believe that the motivation behind these resolutions is based on the misconception of the business environment in which we operate''.

Analysts and field experts agree, however, that the company is in need of new direction if it is to become competitive.

Jardines recently relocated to Bermuda from Hong Kong after run ins with the Hong Kong Financial Services Commission and worries about Hong Kong being taken over by China.

Brandes has $40 billion under management with a reputation as a long term value investor.

Even if its resolutions are defeated today, the problems are not likely to go away.

Both Jardine Matheson and Jardine Strategic are holding their annual general meetings here at the Hamilton Princess this morning.