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| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Jul 31, 2024 18:10 |
| Status | New |
| Announcement Sub Title | Change - Announcement of Appointment |
| Announcement Reference | SG240731OTHRVZF1 |
| Submitted By (Co./ Ind. Name) | Ler Ching Chua |
| Designation | Company Secretary |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Mr. Basil Chan as Non-Executive Independent Chairman with effect from 1 August 2024 |
| Additional Details | |
| Date Of Appointment | 01/08/2024 |
| Name Of Person | Basil Chan |
| Age | 73 |
| Country Of Principal Residence | Singapore |
| Date of last re-appointment (if applicable) | 26/10/2023 |
| The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) | The Board of Directors of the Company has reviewed the qualifications, experiences, suitability and independence of Mr. Chan, and accordingly the Board has approved the appointment of Mr. Chan as the Non-Executive Independent Chairman of the Company and a member of the Strategic Committee. As disclosed in the Company's FY2023 Annual Report, the Company had sought the shareholders' approval on the continued appointment of Mr Basil Chan as Independent Director of the Company via the two-tier voting at the Company's Annual General Meeting ("AGM") held on 28 October 2021 pursuant SGX Listing Rule 210(5)(d)(iii) [which was deleted with effect from 11 January 2023]. Accordingly, Mr Basil Chan continues to serve on the Board as Independent Director of the Company until the conclusion of the Company's third AGM following the passing of the said resolution (i.e. the Company's AGM which will be held in October 2024). |
| Whether appointment is executive, and if so, the area of responsibility | This appointment is non-executive. |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Non-Executive Independent Chairman Chairman - Risk Management & Audit Committee Member - Nominating, Remuneration and Strategic Committees |
| Professional qualifications | Bachelor of Science (Economics) Honours degree majoring in Business Administration from the University of Wales Institute of Science & Technology, U.K. Fellow Member of the Institute of Chartered Accountants in England and Wales ("ICAEW" ) Fellow Member of the Institute of Singapore Chartered Accountants ("ISCA"). Fellow Member of the Singapore Institute of Directors |
| 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 | No |
| Conflict of interests (including any competing business) | No |
| Working experience and occupation(s) during the past 10 years | MBE Corporate Advisory Pte Ltd (2003 to present) Managing Director Grand Banks Yachts Limited (2011 to present) Non-Executive Independent Director of the Company Broadway Industrial Group Limited (2019 to present) Non-Executive Independent Director Nera Telecommunications Ltd (2020 to present) Non-Executive Independent Director (2023 to present) Non-Executive Independent Chairman Memories (2022) Pte. Limited (2023 to present) Non-Executive Director |
| 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? | Yes |
| Shareholding Details | Direct Interest - 301,500 shares in Grand Banks Yachts Limited Direct interest - 250,000 Options in Grand Banks Yachts Limited |
| # 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) | Non-Executive Independent Director, AEM Holdings Ltd (2006 - 2022) Non-Executive Independent Director, Global Invacom Group Limited (2012 - 2020) Non-Executive Independent Director, Memories Group Limited (2017 - 2023) |
| Present | MBE Corporate Advisory Pte Ltd - Managing Director Grand Banks Yachts Limited - Non-Executive Independent Director Broadway Industrial Group Limited - Non-Executive Independent Director Nera Telecommunications Ltd - Non-Executive Independent Chairman Memories (2022) Pte. Limited - Non-Executive Director |
| (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 | Yes |
| If Yes, Please provide full details | Stratech Systems Limited - Mr Chan was a non-executive independent director of Stratech Systems Limited and was not involved in the day-to-day operations of the company. In 2006, he was interviewed by the Commercial Affairs Department ("CAD") as a member of the board. From his understanding at that time, the investigation pertained to an inadvertent misstatement in an announcement regarding the outcome of a legal case brought by a former director. AEM Holdings Limited - Mr Chan was a non-executive independent director of AEM Holdings Limited which announced in May 2007 that seven of its employees (including its Chief Executive Officer) were under investigation by the Corrupt Practices Investigation Bureau ("CPIB") and Mr Chan assisted the CPIB in their investigation. Mr Chan was appointed to the Board on 8 March 2006 and these events occurred prior to his appointment. Lindeteves-Jacoberg Limited - Mr Chan was a non-executive independent director of Lindeteves-Jacoberg Limited and was not involved in the day-to-day operations of the company. In May 2007, after he stepped down from the board, he attended as a witness to assist CAD investigate an insider trading transaction by another director. He was asked about the timeline when the board was informed of certain events. He was not involved in the insider trading allegations, as he held no shares in the company. |
| (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? | Yes |
| If Yes, Please provide details of prior experience | Mr Chan has experience as a director of various listed companies and is a Fellow Member of the Singapore Institute of Directors. |