Change - Announcement of Appointment::Appointment of Independent Director
20 November 2024
| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | 20-Nov-2024 19:14:27 |
| Status | New |
| Announcement Sub Title | Appointment of Independent Director |
| Announcement Reference | SG241120OTHRV92J |
| Submitted By (Co./ Ind. Name) | Warangkana Tewapunkul |
| Designation | Legal Corporate Manager and Company Secretary |
| Description (Please provide a detailed description of the event in the box below) | Please refer to the information disclosed below. |
| Additional Details | |
| Date Of Appointment | 20/11/2024 |
| Name Of Person | Michel Lefebvre |
| Age | 77 |
| Country Of Principal Residence | Thailand |
| The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) |
After reviewing the recommendation of the Nomination Committee and Mr. Michel Lefebvre qualifications and experience (as set out below and in the Circular), the Board has approved that he stands for appointment as an Independent Director. Mr. Lefebvre will, upon appointment, serve as an Independent Director on the Board of Directors of the Company, and member of each of the Audit Committee, Nomination Committee, Remuneration Committee, and Risk Management Committee, and will also be considered independent for the purposes of Rule 210(5)(c) and 704(8) of the Listing Manual of the SGX-ST. |
| Whether appointment is executive, and if so, the area of responsibility | Non-executive. |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Lead Independent Director, Member of each of Audit Committee, Nomination Committee, Remuneration Committee and Risk Management Committee. |
| Professional qualifications |
Master degree Aerospace Engineering, SUPAERO, Paris, 1970 Master degree in law and economics, Pantheon Assas Paris 1971 |
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries | Nil. |
| Conflict of interests (including any competing business) | Nil. |
| Working experience and occupation(s) during the past 10 years |
2019-2022: Volunteer adviser for SEM 24 Perigord Energies 2022: Volunteer adviser for Toitures Solaires du Perigord 2020-Present: Volunteer chairman of Juristic Person Condominium, Le Raffine Jambunuda Sukhumvit 31 |
| Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6)) | Yes |
| Shareholding interest in the listed issuer and its subsidiaries? | No |
| # These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8). | |
| Past (for the last 5 years) |
2019-2022: SEM 24 Perigord Energies 2022: Volunteer adviser for Toitures Solaires du Perigord |
| Present | 2020-Present: Volunteer chairman of Juristic Person Condominium, Le Raffine Jam Bunuda |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? | No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? | No |
| (c) Whether there is any unsatisfied judgment against him? | No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? | No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? | No |
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? | No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? | No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? | No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? | No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :- | |
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or | No |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or | No |
| (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or | No |
| (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | No |
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? | No |
| Any prior experience as a director of an issuer listed on the Exchange? | No |
| If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange | The Company will arrange for Mr. Lefebvre to attend mandatory training on his roles and responsibilities as a director of a listed issuer as prescribed by the Exchange, in accordance with Rule 210(5)(a) of the Listing Manual. |
| Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable) | Not applicable. |