Announcement Of Appointment Of Independent Director Who Is An Audit Committee Member
19 June 2012
| Appointment Details | ||
| Date of Appointment | 19/06/2012 | |
| Name | Mr. Ng Cher Yan | |
| Age | 53 | |
| Country of principal residence | Singapore | |
| The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process) | The Nomination Committee, having considered Mr. Ng's qualifications, experience and expertise as a professional accountant and as a professional director on the board of several public listed companies in Singapore and overseas, made a recommendation to the Board of Directors that his appointment is suitable for the benefit to the Company and the shareholders. The Board, having considered the matter, endorsed the recommendation of the Nomination Committee and appointed Mr. Ng as an Independent Director. Mr. Ng will also serve as Chairman of the Audit Committee. | |
| Whether appointment is executive, and if so, area of responsibility | This is a non-executive appointment. | |
| Job Title | Independent Director and Chairman of the Audit Committee. | |
| Working experience and occupation(s) during the past 10 years | Practising as a Certified Public Accountant in C Y Ng & Co since 1990. | |
| Shareholding in the listed issuer and its subsidiaries | None. | |
| Family relationship with any director and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries | None. | |
| Conflict of interest | None. | |
| Other Directorship | ||
| Past (for the last five years) | Bull Will Co., Ltd. Semi Material Singapore Pte. Ltd. Aupu International Holdings Pte. Ltd. Sihuan Pharmaceutical Holdings Group Ltd. Sinopipe Holdings Ltd. Kenwood Appliance (S) Pte. Ltd. Serial System Ltd. Kinergy Ltd. Wanxiang International Ltd. |
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| Present | Kian Ann Engineering Limited Ecowise Holdings Limited Samko Timber Limited Vicplas International Ltd. Bonython Trading Pte. Ltd. Lancashire General Properties (Singapore) Pte. Ltd. |
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| Information required pursuant to Listing Rule 704(7)(h) | ||
| a. | Whether at any time during the last 10 years, a petition under any bankruptcy laws of any jurisdiction was filed against him or against a partnership of which he was a partner? | No |
| b. | Whether at any time during the last 10 years a petition under any law of any jurisdiction was filed against a corporation of which he was a director or key executive for the winding up of that corporation on the ground of insolvency? | Yes Formerly as a nominee director of SFL-Boiler Installations Pte. Ltd., a company incorporated in Singapore on 20 December 1995. It was subsequently dissolved in January 2005 pursuant to a petition presented to the High Court of Singapore by creditors. |
| c. | Whether there is any unsatisfied judgement 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 for 3 months or more, or has been the subject of any criminal proceedings (including any pending criminal proceedings which he is aware of) 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 been the subject of any criminal proceedings (including any pending criminal proceedings which he is aware of) for such breach? | No |
| f. | Whether at any time during the last 10 years, judgement 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, misinterpretation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings which he is aware of involving an allegation of fraud, misinterpretation 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 corporation? | Yes |
| h. | Whether he has ever been disqualified from acting as a director of any corporation, or from taking part directly or indirectly in the management of any corporation? | No On 7 July 2000, summons were issued against him as a nominee director of SFL-Boiler Installations Pte. Ltd. relating to a failure by SFL to hold AGM and file annual return within the requisite period. Resolved upon payment of a fine of SGD1,200. |
| i. | Whether he has ever been the subject of any order, judgement 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, | No | |
| in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | ||
| 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 |
| Information required pursuant to Listing Rule 704(7)(i) | ||
| Any prior experience as a director of a listed company? | Yes | |
| If yes, please provide details of prior experience. | Kian Ann Engineering Limited Ecowise Holdings Limited Samko Timber Limited Vicplas International Ltd. Sihuan Phamaceutical Holdings Group Ltd. Sinopipe Holdings Ltd. Serial System Ltd. Kinergy Ltd. Wanxiang International Ltd. Bull Will Co., Ltd. |