News
CHANGE - ANNOUNCEMENT OF CESSATION OF INDEPENDENT DIRECTOR
BackApr 29, 2025
| Announcement Title | Change - Announcement of Cessation |
| Date & Time of Broadcast | Apr 29, 2025 22:16 |
| Status | New |
| Announcement Sub Title | Cessation of Independent Director |
| Announcement Reference | SG250429OTHR70C0 |
| Submitted By (Co./ Ind. Name) | Chang Cheng-Hsing Francis |
| Designation | Group CEO & Executive Director |
| Description (Please provide a detailed description of the event in the box below) | Announcement of Cessation of Independent Director |
| Additional Details | |
| Name Of Person | Kuan Li Li |
| Age | 61 |
| Is effective date of cessation known? | Yes |
| If yes, please provide the date | 28/04/2025 |
| Detailed Reason (s) for cessation | Ms Kuan Li Li ("Ms Kuan") retired pursuant to Regulation 94 of the Company's Constitution at the Annual General Meeting of the Company held on 28 April 2025 ("AGM"), and was not re-elected as a Director at the AGM. Accordingly, Ms Kuan's retirement took effect upon the conclusion of the AGM and she ceased to be the Chairman of the Audit Committee, and a member of the Nominating and Remuneration Committees. |
| Are there any unresolved differences in opinion on material matters between the person and the board of directors, including matters which would have a material impact on the group or its financial reporting? | Yes |
| If Yes, Please provide full details | While the following statement provided by Ms Kuan is not in-line with the Board's views, the Board has set out the same in the interests of transparency: Ms Kuan refers shareholders ("Shareholders") of the Company to her concluding statements as the retiring chairman of the Audit Committee at the AGM. Ms Kuan's statements covered, inter alia, the need for Shareholders to follow-up on the disclosure of any corporate governance gaps and disciplinary actions as may be recommended by PricewaterhouseCoopers Risk Services Pte Ltd ("PWC"), the Independent Reviewer appointed by the Company to conduct an investigation into the whistleblower allegations and/or WongPartnership LLP ("WP"), the external legal counsel of the Company assisting in the review process, arising from such investigation which has been fraught with delays and is still outstanding although it has been more than a year since the first whistleblower message was received on 9 January 2024. Both PWC and WP have issued their draft reports/legal opinion which will be finalised once management have provided their response. Ms Kuan refers Shareholders to the minutes of the AGM to be released by the Company via SGXNet in due course, for further details on the abovementioned statements by Ms Kuan.The Board wishes to put on record that such statements were made by Ms Kuan after the conclusion of the business of the AGM, during which time the recording of the AGM proceedings had ended. The Board remains fully committed to transparency and disclosure of the report from PWC and WP when ready and to the implementation of recommendations therein. |
| Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer? | Yes |
| If Yes, Please provide full details | While the following statement provided by Ms Kuan is not in-line with the Board's views, the Board has set out the same in the interests of transparency: Ms Kuan refers Shareholders of the Company to her concluding statements as the retiring chairman of the Audit Committee at the AGM. Ms Kuan's statements covered, inter alia, the need for Shareholders to follow-up on the disclosure of any corporate governance gaps and disciplinary actions as may be recommended by PricewaterhouseCoopers Risk Services Pte Ltd ("PWC"), the Independent Reviewer appointed by the Company to conduct an investigation into the whistleblower allegations and/or WongPartnership LLP ("WP"), the external legal counsel of the Company assisting in the review process, arising from such investigation which has been fraught with delays and is still outstanding although it has been more than a year since the first whistleblower message was received on 9 January 2024. Both PWC and WP have issued their draft reports/legal opinion which will be finalised once management have provided their response. Ms Kuan refers Shareholders to the minutes of the AGM to be released by the Company via SGXNet in due course, for further details on the abovementioned statements by Ms Kuan.The Board wishes to put on record that such statements were made by Ms Kuan after the conclusion of the business of the AGM, during which time the recording of the AGM proceedings had ended. The Board remains fully committed to transparency and disclosure of the report from PWC and WP when ready and to the implementation of recommendations therein. |
| Any other relevant information to be provided to shareholders of the listed issuer? | No |
| Date of Appointment to current position | 22/10/2019 |
| Does the AC have a minimum of 3 members (taking into account this cessation)? | Yes |
| Number of Independent Directors currently resident in Singapore (taking into account this cessation) | 2 |
| Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months | 0 |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Independent Director, Chairman of the Audit Committee and member of the Nominating and Remuneration Committees |
| Role and responsibilities | Non-Executive |
| Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries | Nil |
| Shareholding interest in the listed issuer and its subsidiaries? | No |
| Past (for the last 5 years) | 1. Non-Executive Independent Director, CapitaLand Retail China Trust; 2. Non-Executive Independent Director, Cott Investment Pte Ltd; 3. Non-Executive Independent Director, Otisco Investment Pte Ltd; 4. Non-Executive Independent Director, Tringle Investment Pte Ltd; 5. Non-Executive Independent Director, Larus Investment Pte Ltd; 6. Non-Executive Independent Director, Stris Investment Pte Ltd. |
| Present | 1. Non-Executive Independent Director, Tokio Marine Life Insurance Singapore Ltd; 2. Non-Executive Independent Director, Bund Center Investment Ltd; 3. Non-Executive Independent Director, AIG Asia Pacific Insurance Pte. Ltd.; 4. Non-Executive Independent Director, TIME dotCom Bhd; 5. Non-Executive Independent Director, Salvia Pte Ltd; 6. Non-Executive Independent Director, Freemont Capital Pte Ltd; 7. Non-Executive Independent Director, Namak Investment Pte Ltd; 8. Non-Executive Independent Director, Winder Investment Pte Ltd; 9. Director, Ben & Nic Pte. Ltd. |